Canterlot Academy: Knights of the Dark Moon
by Lord Lycaon
Summary: *AU* The Canterlot Academy is the most prestigious school in all of Equestria, founded as a place of learning for all the races of ponies and beyond. But an ancient secret is beginning to rear its head, and threatens to plunge the world into everlasting darkness. It's just another day in Equestria's finest school.
1. Twilight Sparkle

**Well, this is my first attempt at an AU story. Here's hoping it works out. I hope you all enjoy.**

-o-

Eons ago, in the mystical world of Equestria, there were four tribes of ponies, each very different from the last.

The earth ponies were considered the most basic of all four tribes, but they held a deep connection to the earth. Though they had no wings or horns, they could grow crops and plants with an impressive ease.

The pegasi bore wings, which allowed them to fly. They had the ability to control the weather and walk upon clouds, and even served as the bulk of Equestria's military, having a long history as a warrior race.

Unicorn could use varying degrees of magic through the use of their horns, able to manipulate the world around them in fantastic and terrifying ways.

Each of these three races, however, paled in comparison to the fourth: the alicorns, who had the horns of unicorns, the wings of pegasi, and the strength of earth ponies. The alicorns wielded power unlike any other. Even the weakest alicorn was said to be strong enough to move the sun with little effort.

As the most powerful of the four tribes, the alicorns took on the role of leading the ponies of Equestria, aiming for a peaceful existence between each tribe. And so it was for many centuries.

Until _it_ came.

A black veil of darkness and evil incarnate, it arose from the depths of Tartarus, a land of evil and twisted monsters. This accursed menace sought to destroy Equestria and throw the world into an untimely end.

And the alicorns were his first targets.

Despite all of their might, all of their wisdom, and all of their power, the alicorns were slowly and deliberately erased, one by one. As the reign of the Darkness spread, hope died slowly and painfully. For if the godlike alicorns could not defeat the Darkness, who could? Ponies began to throw themselves onto their knees, begging for mercy and even worshipping the dreaded evil.

And yet…

Just as all hope had died, and the world seemed lost, six alicorns, the last of their kind, stood to confront the evil. Each of them wielded a new and strange power. Power the likes of which had never been seen before or since: the Elements of Harmony. With these powerful artifacts, they let loose a mighty explosion of magic, which banished the accursed Darkness back into the depths of Tartarus itself.

Peace had finally been restored to the land, the ponies allowed to live their lives as they had before the vile demon made his arrival. The six alicorns, now seen as heroes, took on the role of leadership, and taught their followers of the magic that they had used to defeat the Darkness. Harmony had finally been restored to the world.

Now, countless millennia later, in the city of Canterlot, a new story is about to begin…

-o-

Mile-high flames blanketed half of the city, choking the sky with ash and smoke as a predestined battle raged on. Blasts of gold and black energy clashed against one another as two beings dueled. A beautiful white alicorn mare fired volleys of golden magic from her horn to counter the bolts of dark magic that her opponent, a black unicorn stallion with piercing red eyes, sent at her. The mare gritted her teeth as she conjured a force field to deflect an attack from her enemy, who laughed as though he had already won.

"Your precious kingdom is mine now, Celestia!" he exclaimed in a booming, powerful voice. "Surrender to me, and you may yet live!"

"I don't think so, evildoer!" the alicorn replied. "Your reign of terror will end today!"

"Is that so?" the evil unicorn inquired with a cruel grin. Suddenly, he vanished in a flash of dark power. Celestia didn't even have time to react as a blast of dark magic struck her in the back, sending her to the ground. The dark stallion again laughed victoriously as the alicorn struggled to get back onto her hooves. "This is the end of all that you hold dear, Princess of the Sun! I have won!"

Celestia stared wide-eyed at the sorcerer for almost a full minute. Then, she chuckled, earning a confused glare from the would-be conqueror. "Perhaps you would've won," she said in a teasing tone. "But you failed to take into account the fact that I have a secret weapon."

"Secret weapon?" the stallion asked, clearly baffled.

"Of course." Suddenly, the stallion was struck by a blast of purple magic, sending him flying into the air and falling into the concrete ground with an audible _thud_. The princess smiled at the one who had attacked the dark stallion. "You certainly enjoy making an entrance, don't you?"

"Only when necessary," said a young purple unicorn mare, whose horn was glowing with a bright purple aura. "Sorry I'm late. I was just taking care of his soldiers. They won't be a problem anymore!"

Just then, a black bolt flew past the young mare, destroying a small cart filled with cabbages. The earth pony that had tried to protect them cried out for the loss of his produce as he was pulled away by several other ponies. The purple mare returned her attention to the dark stallion, who had a look of pure rage in his eyes.

"How dare you strike me, you insolent little wretch!" he exclaimed indignantly. "I'll turn you into dust for this!"

The purple unicorn smirked confidently. "I'd like to see you try!" she proclaimed as she charged her horn with as much magic as she could. The dark stallion sneered as he did the same. When they had both built up their power, they simultaneously unleashed beams of magic at each other, which collided together. The two unicorns pushed against each other, each trying to gain the upper hoof on the other.

_Twilight…_

The mare flinched slightly at the sound of her name. Had someone just called for her?

_Twilight… get up…_

_"Get up?" _What did that mean?

_Twilight…_

-o-

"WAKE UP!" a white unicorn stallion shouted, making his little sister shoot out of bed like a rocket. She held herself up in the air, levitating herself with her magic. Her brother raised an eyebrow at her, and she gave an awkward laugh. The stallion sighed and said, "You slept in again, Twily. You've gotta stop doing that and learn to wake up earlier." Twilight sighed as she floated down to the floor and used her magic to fix her bed.

"You always say that, Shining," she said to her brother as she finished resetting her bed's sheets to her very particular tastes. "Just because you get up early every day doesn't mean you have to come barging into my room each morning and scold me about sleeping in."

Shining Armor rolled his eyes. Twilight was never in an agreeable mood when she wakes up before noon. "Twilight, do you even realize what tomorrow is?"

The young mare gave him a look as if to say "are you serious?" After a few moments, she gave it some thought as she levitated a brush on her nightstand and ran it through her mane. "Tuesday?" she guessed.

The stallion sighed once again. "You're going to the Academy tomorrow!" he told her rather loudly. Twilight stopped brushing her hair and dropped the brush on the floor, her eyes wide and her face dumbfounded. "Have you even decided what you're going to take with you when you go?"

Twilight gave an awkward smile and said, "O-of course I have! I just… haven't… packed anything yet. I'll do that after lunch!"

"It's eleven in the morning right now," Shining Armor deadpanned. Twilight stared at him, then at the clock, which read the exact time that her elder brother had specified. "You'd better start getting your things together now, Twily. I don't think either of us wants another 'I'm-going-to-be-so-late' episode."

"R-right. I'll get on it." Shining gave a nod and left the room at that, closing the door behind him. Twilight sighed and charged her horn, levitating a small book and pen out from under her personal hiding place under her bed. She opened the book and began writing on a blank page.

_Journal of Twilight Sparkle, Entry No. 17_

_Date: September 2, Year 1000 of Celestia's Reign._

_How in the world could I forget that I'm going to the Academy tomorrow? I could've sworn that I wrote all sorts of reminders so that I _wouldn't _forget. Oh well. At least Shining Armor remembered. The Canterlot Academy would probably kick me out if I missed the first day. I need to start taking Shining's advice and get up earlier. That should be _loads_ of fun._

_Anyway, I need to pick out what I need for when I go. I'll have to pack the necessities… Does a collection of fifty books on Ancient Equestrian history and culture count as a necessity? Hmm… Yes, definitely a necessity. I'll need to remember to leave enough room in my bags for those books. And maybe a toothbrush, too. And soap for when I need to take a shower. Yes, soap is important._

Twilight gave a satisfied smile as she finished writing and tucked her journal (it was a journal, no matter how much Shining Armor insisted on calling it a diary) back in its hiding place under her bed. She then turned to the bookshelf that lined her wall from the door to the corner of the room, levitated a travel bag from her closet over to her side. Just as she was about to start stuffing her bag with books, she stopped, staring at the collection of tomes that were each two inches thick at the thinnest. She cocked her head to one side as she tried to think of how she was going to fit them all into her only travel bag.

"This… might actually be a challenge," she muttered to herself.

-o-

After getting his sister out of bed and getting his guard captain armor together, Shining headed out into town, nodding in response to hellos given by passing civilians and fellow guards. He had worked long and hard to reach his current position. Now that he thought about, it only seemed like yesterday that he had only just started out in the Canterlot Royal Guard. And it only felt like yesterday that Twilight was just a little filly dreaming of getting into the Academy. Where did all that time go?

He wondered about that as he walked. Part of him didn't want his little sister to leave home, even if it was because she had been accepted into one of the best schools in all of Equestria. This kind of opportunity was a once-in-a-lifetime deal. He couldn't take that away from his only living family. But he couldn't fool himself into thinking that the house wouldn't feel uncomfortably bigger without his little sister.

"Shining!" somepony suddenly called to. He easily recognized the mare's voice almost immediately and faced her. A bright pink alicorn mare came up to him, a wide smile on her face as she tackled him in tight hug. Her white and pink mane bounced when she took hold of him, covering a bit of her face.

"Cadance!" the stallion exclaimed with a wide grin as he returned the hug. After a few moments, they released each other and kissed briefly. "I didn't know you were back! When did arrive?"

"Just last night, actually," the mare replied. "My parents insisted that I stay with them for the night before going out and looking for you. What've you been up to? How's Twilight?"

He hesitated for just a moment. "She's great," he said. "She's been accepted into the Canterlot Academy for Gifted Ponies."

"Oh?" Cadance spoke with a slightly cocked eyebrow. "That's great. But… you don't really sound too thrilled about it."

"Well…"

-o-

Shining and Cadance had found themselves a café to stop at for a drink and to talk. The stallion explained to his marefriend his reservations about letting Twilight leave home for the Academy. Cadance sipped a cup of tea as she thought on what he had just told her. She supposed she could relate somewhat. She was Twilight's foalsitter once upon a time, and came to view the little filly as a sort of pseudo-sister. She could understand her coltfriend's reluctance to let Twilight leave. Still…

"Well, she can't stay home forever," the mare stated. "The Academy is a once-in-a-lifetime opportunity. They don't give second chances."

"I know, I know," Shining sighed as he held his head in his hooves over the table. "It's just… she's been my only family for a long time now. It almost feels wrong to let her go."

Cadance wrapped her foreleg around his shoulder and held him. "I know. But, hey, it's not like she'll be gone forever, right? She'll still have to be around for summer, won't she?"

Shining raised his head a little. "Yeah, I guess." He chuckled to himself a little. "Look at me. All worried about something that I shouldn't be worried about at all."

"You worry too much," Cadance stated jokingly. "Twilight will be fine. Has she ever given anypony real reason to worry? Plus, she's sure to fly through whatever tests they might throw her way. As a bookworm, she gives _me_ a run for my money."

"Yeah, you're right." Shining hugged his marefriend closer for a moment before giving her a kiss goodbye. "I'd better get going. The other guard captains will be more than a little angry if I'm late."

"Have a great day, Shiny," the bright pink alicorn said with a smile and a wave, earning a blushing grin from her coltfriend. He gave a wave back and hurried off, hoping nopony heard Cadance's pet name for him. The last thing he needed was for anypony else to call him "Shiny." From Cadance and his sister, it was fine. Everyone in all of Canterlot? That would be utterly mortifying.

As the stallion left, Cadance couldn't help but giggle at his reaction to the nickname. _Macho level down by one point,_ she joked to herself as she stood from her seat and trotted off from the café. _He's lucky he's still cute,_ she joked again.

-o-

Twilight Sparkle hummed a light tune as she walked through the streets of Canterlot, reading through a shopping list that she held aloft with her magic. She had decided to do some last-minute grocery shopping before tomorrow, just Shining Armor would have something to eat and drink that wasn't a microwave meal or popcorn. Or corndogs. She shuddered slightly at that last thought. How a single stallion could blow through half a dozen packs of those things in less than a week was beyond her. Part of her hoped she would never understand how such a thing was possible. She quickly decided to shrug away thoughts about corndogs. The less she thought about it, the better, she assumed.

She walked down her usual route, taking shortcuts through alleys and past various shops until she reached the Canterlot Central Park, which was basically the city garden. Over the years, she had found that cutting through the park was the quickest way to get to the grocery market, where she and her brother usually got their food and drink. Not only that, but it was also the most scenic. The park always had a way of putting her at ease. She would come here as a filly to admire the natural beauty, or to study and catalogue the different species of flora and fauna that lived in the park.

"Excuse me!" a small, shrill voice called out, startling her out of her musings. A young unicorn filly ran up to her, looking like she had just lost something extremely important to her. "Can you help me with something?"

"Uh…" Twilight stared at the filly awkwardly for a moment before actually saying anything. "That… would depend, I guess. What do you need help with?"

The filly pointed up at a nearby tree. Twilight could see a yellow, diamond-shaped object in the tree's branches, sticking out like a sore hoof in the green of the leaves.

"My kite got stuck up there," the filly explained. "I saw you were a unicorn, so I thought you could help me get it down."

Twilight raised an eyebrow. "But… you're a unicorn, too, aren't you? Why don't you use your own to magic to get it down?"

The filly looked away as if ashamed. "My magic can't reach very far," she admitted. "I can't get my kite from down here. Can you please get it down for me?"

Twilight bit her lip and looked back up at the kite. She sighed in defeat and charged her horn, reaching out with her magic and pulling the kite free from the tree's grasp. She levitated down and laid it on the ground in front of the filly, who joyfully picked it up in her teeth and said what sounded like a "thank you" – hard to tell with her mouth full – and trotted off.

Twilight smiled a little as the filly walked away, feeling pretty good about herself. Her reluctance to help was normal reaction for her. She wasn't used to anypony coming up to her like that, let alone a foal who couldn't have been more than seven or eight years old.

Then, the filly stopped by a pair of ponies, both unicorns. Twilight's smile immediately faded. Judging by the way those two ponies smiled when the filly came up to them, she could only assume that they were her parents. Twilight's somewhat high spirits dimmed slightly.

Shaking her head, she turned and headed down the path again. Her simple stroll to the market had quickly become a strange, soul-searching walk through the park. Her memories of her own parents were vague and distant at best. She had never gotten the chance to actually speak with them. She was so young when the accident happened. She barely even knew what happened. All she remembered of that day from so long ago was a bright flash of light. Shining Armor claimed that he didn't know what actually happened.

"What happened?" she thought aloud, a habit that she had had since she was young.

Then, out of nowhere, she was tackled by a pink blur that seemed to just pop into existence. Both Twilight and the pink form that had hit her practically flew several feet until they crashed into an old statue of an ancient alicorn, one of many that were scattered throughout Canterlot. Twilight, in a sudden fit of panic, bucked the pink thing off of her, her horn glowing and ready to defend herself if at all necessary. Her horn dimmed down when she realized that the pink thing before her was another pony. An earth pony to be exact.

The other mare seemed a bit dazed herself. She ran a hoof through her impossibly poofy light red mane and shook her head. Then she noticed Twilight, her bright blue eyes widening with at least ten thousand apologies.

Which she shared almost immediately.

"OhmygoshI'msosorryIdidn'tmeantocrashintoyoulikethatIwasn'twatchingwhereIwasgoingeventhoughIshould'vebeenIdon'tknowwhyIwasn'tI'musuallysuperduperextracarefulnottobumpintosomeponylikethatanywayI'mPinkiePiewhat'syournameohwhat'sthat!?" The mare suddenly dashed over to the alicorn statue, clearly intrigued.

Twilight could only stare at the other mare in blatantly obvious confusion. She was half certain that she had only caught the first word of that. Everything else was just mindless gibberish to her. "Uh…" the young unicorn replied intelligently. "Hi?"

The pink pony turned to Twilight and giggled at nothing. "Whoop, sorry! I get distracted super easy!" she explained. "And I tend to talk really, really, really, really, really fast. Let me start over." She cleared her throat. "Sorry about running into you like that. I usually try not to crash into ponies. Anyway, I'm Pinkie Pie! What's your name?"

"Uh… Twilight Sparkle." The purple mare eyed the earth pony rather incredulously. "I guess you're not from around here. There aren't a whole lot of earth ponies here in Canterlot. It's mostly unicorns and pegasi."

"I just moved here with my family!" Pinkie answered giddily. "The ponies here are kinda snooty, though. They don't seem to appreciate it when I try to make them all laugh."

"Well, a lot of ponies here aren't that easy to please," Twilight admitted. Having lived in Canterlot all her life, she knew for a fact that it wasn't the ultimate utopia that so many ponies seemed to think that it was. Most ponies that lived in the city were arrogant and had impossible standards. "Anyway, I have some errands to run. It was nice meeting you. I guess." That last part she muttered quietly enough so that Pinkie Pie couldn't hear her.

"Wait!" the bright pink mare called as she forcibly turned Twilight's head toward the alicorn statue. "Can you tell me about that statue? It looks really pretty!"

Twilight rolled her eyes in minor annoyance. Regardless, she eyed the statue for a moment, reminding herself of what she had read in books. The statue depicted an alicorn stallion standing on his left foreleg, a wild grin on his face and a decorative mask over his eyes, his wings spread wide. "That's Schallend the Jester, an ancient alicorn hero. According to legend, he was one of the six creators of the Elements of Harmony." Pinkie "oohed" and "ahhed" as Twilight explained about the statue. "Now, if you'll excuse me, I really have to finish those errands that I mentioned."

"Okie dokie lokie!" Pinkie said, waving goodbye to the purple mare. Although she felt mentally exhausted just talking to that crazy pony, Twilight had to admit that the brief chat seemed to put her into a better mood than earlier. That out of the way, she got back on her initial path and trotted down to the nearby supermarket. All the while, she had the strangest feeling that that wouldn't be the last she saw of the wild pink earth pony.

-o-

Twilight smiled as she left the market, several bags of groceries held aloft by her magic as she walked out, crossing off the last few items from the list. Hopefully, this would last her brother for a good while. She had only bought him three packs of corndogs, too. She hoped that this would teach him some form of moderation. Celestia knows he needed to learn that lesson.

As she walked down the road, she suddenly heard something off to her left, coming from an alley. There, she saw a trio of unicorns. Two stallions and a white mare with a stylishly coiffed purple mane who didn't look much older than Twilight. The stallions were standing over the mare, talking about something.

"She could be a prime candidate," one of them said, making the mare visibly cringe. "I say we take her now."

"Candidate, schmandidate," the second stallion replied gruffly, grinning at the mare. "I say we have a little fun first, then drag her back to the boss and see what he has to say. Who knows? He might let us keep her."

The first stallion shrugged in response. "Fine. Have at her."

"Please…" the white mare whispered fearfully. "Don't…"

Twilight's eyes went wide. She dropped her groceries and headed into the alley without a second thought. "Hey!" she shouted, catching the glares of the two stallions. "Leave her alone, or I'll call the guards here!" She instinctively began charging her horn with magic, preparing to defend herself if necessary.

The stallions eyed her warily, then looked at each other. The who had spoken first said, "She looks like another possible recruit. Two for the price of one."

The second stallion grinned maliciously and looked back at Twilight. "I'll handle this. You just make sure that the other one doesn't scamper off somewhere." His partner nodded, and he stepped forward, standing at his full height, clearly trying to intimidate her. His horn glowed with a blue aura. "Folks like you need to learn to mind their own business."

"Don't make me tell you again," Twilight warned, not backing down out of sheer stubbornness. "Back. Off."

The stallion chuckled and leaned his head forward, closing in until his face was only a few inches from Twilight's. "And who's gonna make me?"

Suddenly, he was struck upside the head with a trash can that was enveloped in a light purple aura, matching the color of Twilight's own aura. He stumbled off a few fee to the left, but recovered quickly and gave a rage-filled glare to the young mare.

"You're gonna pay for that!" he said as he fired a bolt of magic energy at her. Twilight immediately summoned a magical barrier that deflected the bolt, sending it hurtling back at the one who fired it. The stallion was sent flying back into a wall, where he collapsed to the ground, knocked out by his own spell. His partner stared wide-eyed at the sight, then looked over at Twilight.

"You'll get one more warning," she said. "Leave."

He needed no further motivation. Leaving his comrade behind, he galloped off out of sight. Twilight sighed as her horn's glow faded. That went better than expected. She hurried over to the white unicorn who was still in the alley, more dumbstruck than afraid now.

"Are you all right?" Twilight asked. "Those guys didn't hurt you, did they?"

The other mare shook her head and blinked briefly before recollecting her senses. "N-no," she replied. "They just dragged me into this alley as I was walking by. They started threatening me and… oh, it was dreadful! Thank you so much for your help! How can I ever repay you?"

Twilight just chuckled lightly. "It was no problem. You don't have to do anything." She turned to the stallion she had knocked out with that trash can. "I guess I should call a guard to come pick him up."

"Oh, you let me worry about that!" the other mare said with grin. She extended a hoof. "Please, allow me to introduce myself! I am Rarity, soon-to-be fashion designer extraordinaire! May have the name of the pony who just saved my life?"

"Uh, Twilight Sparkle." She shook the other mare's hoof a bit reluctantly. In all honesty, she wasn't used to that. "Well, I have a few things to do."

"Oh! Well, don't let me keep you! Just know that if you ever need anything, don't hesitate to ask! I sincerely hope that we meet again someday."

"Er… right. Until then, I guess." Twilight gave a somewhat awkward wave goodbye as she and Rarity left the alley and went their separate ways after the white unicorn helped pick up her dropped groceries. She looked back once, and seeing that the other mare was gone, she muttered to herself. "Today has certainly been more interesting than usual."

-o-

He gritted his teeth anxiously behind his closed lips as he sat outside his leader's office, waiting to be allowed in. What should he say? What _could _he say? That his partner had been taken down by some filly barely at the cusp of adulthood and was probably already under arrest by now? This couldn't end well for him, no matter what he said.

"Enter," a voice suddenly said from behind the door, making the stallion jump slightly. He gulped nervously and did as he was told, trotting into the office as his leader read through several papers and files. "I've been told that you have bad news for me. What happened, exactly?"

"Well…" He hesitated. His boss was always rather intimidating. The elder stallion could let out an aura of pure authority without even looking at whoever he was talking to. It was what made him both a frightening and inspiring leader. "My partner and I were out looking for possible recruits, like you told us to do, sir. But… we encountered some trouble." He quickly explained what had happened, silently hoping that he wouldn't be punished too severely for his failure.

The elder stallion never once took his eyes off of his reading materials. As the other stallion described the event, he searched through the files diligently. When the younger pony finished, he held up one file in particular, eyeing it with a scrutinizing gaze.

"You say it was purple unicorn mare who defeated your comrade?" he inquired. The other stallion nodded. "I see… you are dismissed."

"Sir?"

"Leave."

"Er… yes, sir." The stallion hurriedly left the room, leaving his leader to his thoughts.

The elder studied the file that he held aloft with his own magic. He read through it multiple times, each time making him only more and more curious.

_'Twilight Sparkle,'_ he thought, rereading the name underneath the picture of the young mare. _'I shall have to keep an eye on you. You are… promising.'_ That said, he finally put the file down and marked it with a stamp, leaving a circular emblem on the front, and moved onto the next file.


	2. A New School, A New Life

The sun shone brightly in the sky, sending warm light over the city as ponies trotted through the streets, going about their daily lives without a care in the world.

"Coming through!" Two blurs, one purpled and one white, shot through the crowds in the roads, galloping as fast as their legs could carry them.

"I told you last night to set your alarm clock!" Shining Armor exclaimed as he hurried alongside his sister, whose saddlebags were practically overflowing with what she thought was necessary for her life at the Academy.

"You already scolded me about that!" Twilight replied frantically. "Let's just hurry! The last thing I need is to be late the first day!"

Shining rolled his eyes, muttering to himself. "You wouldn't be late at all if you'd just listen to me every once in a while."

Twilight could hear him, but she paid his words no mind. She had more to worry about. This was the big day. After years of studying and practicing, Twilight Sparkle was finally about to take her first steps into Canterlot Academy as a student. And, as her luck would have it, she had overslept yet again. She continuously mentally berated herself for it as she galloped as fast as she could, praying to whatever deities were listening that she'd at least make it in time for orientation.

_'Please, please, please let me make it in time!' _she mentally screamed. And soon enough, she and her brother came across a sight that made her grin and give a sigh of relief. Before them, standing tall and proud, topped in size only by the castle, was the one and only Canterlot Academy. _'Whoever made this possible, thank you!'_

"I guess this means we can stop running," Shining stated, trotting a little ways ahead of his sister. "Come on. We still have to get you to orientation."

Twilight nodded and followed, grateful for the fact that she didn't have to run like that again. She had never really liked exerting physical energy that much. It didn't suit her that well, if she was going to be completely honest with herself and others.

As she followed her brother to the grand school, she couldn't help but be amazed at the sheer size of the courtyard in front of the Academy, where ponies from all over Equestria were mingling cheerfully. Her eyes brightened as she overheard a few of the conversations. Some of the other ponies were engaged in intellectual chats that she could easily slip her way into at the right time. She restrained herself, however. She wanted to interject on a few things that she heard, but she didn't want to be rude. Besides, her social skills were severely lacking. She wouldn't have any idea what to say in normal conversation.

"This place is incredible!" she said happily, clapping her hooves with a wide grin. "I can only imagine what kind of things I can learn her! History, science, mathematics, magic! This is so exciting!"

Shining Armor chuckled. "Well, I just hope that you at least make time to come for air from all the new books you're bound to get." He used his magic to pick up a few quills that had fallen out of Twilight's bags. "And try not to lose your things in the process, okay?"

The young mare blushed in embarrassment and took the quills with her own magic, storing them back in her saddlebags in an orderly fashion. "Right. Thanks." The siblings continued touring the courtyard, taking in the sights and sounds. For a mare like Twilight, this academy was paradise.

"Heads up!"

Before either of the two unicorns could react, a ball slammed into the side of Shining Armor's head, knocking him off of his hooves and dazing him. Twilight gasped at the sudden event, her eyes wide. Her brother got up pretty quickly, though, to which she was relieved, despite the fact that he was still rubbing the side of his head that had been struck. She turned with a glare at the pony who had called out.

An orange pegasus stallion with an unkempt blue mane and tail stood a few feet away, his eyes wide and embarrassment evident in his cerulean eyes. There were a couple other stallions standing a little ways behind him, laughing quietly at his expense. He gave a sheepish grin, chuckling nervously. He opened his mouth to say something, but nothing came out.

"What in the hay is wrong with you!?" Twilight shouted at him, making him back away a step. "You could've seriously hurt my brother!"

"Uh…" the young stallion said brilliantly, turning his attention to who Twilight assumed must've been his friends. They obviously weren't going to be of much help to him. He gulped, turning his attention back to Twilight. "Er, sorry about that. My buddies and I were-"

"I don't care what you were doing! You're just lucky I'm not violent!" She used her magic to grab the ball that had hit Shining and shoved it into the stallion's chest. When he had it in his hooves, Twilight returned to her brother. "Next time, watch where you throw your ball. You could really hurt somepony!"

"Come on, Twilight," Shining said, lowering his hoof from his head. "It's not that bad. I've been through worse in training with unit in the Royal Guard."

"Maybe, but that's no excuse." The mare turned and began trotting off, dropping the matter, but undoubtedly not yet letting it go. Shining sighed at his sister's stubbornness. Just one of her many quirks.

"Sorry about my sister," he said to the younger stallion. "She's a bit high-strung, but she's got a good heart."

The orange pegasus nodded with an understanding smile. "It's all right. I'd be pretty miffed, too, if somepony hit someone from my family with a hoofball." Shining chuckled a bit at that, then unconsciously began to study the colt with an analytical eye. Looking at the pegasus, he guessed he was around Twilight's age, about fifteen or so, and he seemed like the honest sort.

"Shining!" called Twilight's voice from behind. "Come on! I want to go find out where I'll be staying before I go to orientation!"

"Coming, sis!" Shining called back, turning briefly to say goodbye to the younger stallion before hurrying over to join his sister. The orange pegasus was soon joined by one of his friends, a unicorn stallion, who had an amused smirk on his face.

"That was smooth, Flash," the unicorn said with a chuckle.

"Oh, shut up, Comet," the pegasus replied with a glare. He and Comet went back to their friends then. Flash, however, couldn't help but be curious about that mare who had chewed him out. He quickly made a mental note to apologize to her the next chance he got.

-o-

Twilight and Shining walked down the hall of the girls' dorm, searching for the room that the older mare at the counter downstairs had given them the key to. They had been looking around for a while, passing several mares who gave Shining Armor either suspicious glances, foalish giggles, or suggestive winks. To the latter, he would only give a nervous chuckle and continue with Twilight down the hall.

Once again, Twilight was amazed at the sheer size of the academy. This time, it was the dorms that astounded her. This one building had over twelve hundred rooms, each meant for two students to stay in. Heck, the entire campus was so huge that half of the school actually had to be built inside the mountain upon which Canterlot had been built. Despite the building's stature (or more likely because of it), it was still unlikely that she would have roommate, which would've been just fine with her. She preferred her solitude anyway.

She looked up at each door they passed, trying to find the one she'd been assigned. She looked down at the card that came with her key. "Room 1010," she read aloud. Looking back up, she noticed that they were now passing the 990s. "We should find my room soon. At least, I hope so."

"Found it," Shining spoke up suddenly, pointing to a door that had the number they had been looking for, to which Twilight gave a sigh of some relief. She levitated her key into the lock and turned, pushing the door open with her hoof. What she saw caught her off guard.

The far half of the room was already decorated with several posters of the ponies that Twilight recognized as premiere members of the Wonderbolts, the most famed and skilled fliers in all the world. The second bed was fixed up with more Wonderbolts merchandise; a Wonderbolts comforter, a Wonderbolts pillowcase, even a plushy of the Wonderbolt named Soarin. On the floor were an exercise mat and a few small weights that were decently well organized from lightest to heaviest.

Just to mix things up a bit, there was a collection of several books on the shelf above the bed. They were all titles that Twilight recognized as adventure novels that she herself had read several times, and she took that as a good sign that at least her roommate wouldn't be a complete jock. They might even have something worth talking about occasionally.

For some reason, the two desks in the room – Twilight assumed were for her and her roommate to work on – were both pushed further away from the far half, which made the near half feel a bit more cramped. At first, she thought it was to make room for the mat and weights, but the desks didn't actually take up that much space. Everything in the room seemed like it would've fit perfectly, but her roommate must not have thought so.

Shining Armor entered the room, raising an eyebrow at the décor. "Somepony certainly likes the Wonderbolts," he said jokingly.

"Apparently," Twilight agreed as she levitated her saddlebags off of her back and set them on her own bed. She then pulled out all of her belongings; quills, inkwells, notepaper, several books, etc. She quickly and methodically organized them on her desk and the shelves on the wall behind her bed. When she finally finished, she smiled at her handiwork. "That ought to do it," she mused.

Her brother nodded his agreement and gave her a brief hug. "You know I'm gonna miss you, right, Twily?"

"I'm going to miss you, too, Shiny," Twilight replied, hugging her brother back.

"You take care of yourself, you hear?" Shining said in an attempt to be stern, but he couldn't hold back a proud smile. "Don't get in too much trouble, okay?"

The young mare gave a light giggle. "You worry too much. I'll be fine."

Shining Armor grinned and pulled his sister into a light noogie. "I know you will." After a moment, he released her, his smile shrinking a little. "Sorry I can't go with you to your orientation, sis. Work's been pretty hectic lately."

Twilight nodded understandingly. Her brother's work as a member of the elite Royal Guard was important, especially with his rank of captain. He not only had to manage the troops under him, but he had to report directly to Princess Celestia herself, not to mention the shocking amount of paperwork he went through on a weekly basis. He often complained that paperwork would be his downfall someday, and having seen some of the mountains of it herself, she couldn't really blame him.

His career had gotten a bit more tedious lately as well. There'd been strange disappearances recently, with the oddest part being that the disappearing ponies always came back without even the slightest memory of ever going anywhere. It was a case that started up eight months ago, and had yet to be solved properly. Twilight knew that that called for a lot of attention from the Royal Guard.

"It's all right. You go get to work. Don't worry about me."

"What kind of brother would I be if I didn't?" Shining quipped with grin, giving his sister one last hug before leaving the room. "I'll be sure to visit when I can."

"You do that," Twilight said, waving goodbye as her brother closed the door behind him, leaving Twilight to her own devices.

She looked around the room for a few moments, accustoming herself with the relatively large space, though she soon started eyeing the desks. She pursed her lips slightly and levitated both desks just about an inch off the ground, moving them closer to the center of the wall that they'd been placed by, being careful not to disturb the exercise equipment on the floor. Once the desks were set where she'd have more space available, she nodded to herself and gently set the desks back onto the floor.

With that done, her eyes soon drifted over to the far half of the room, where all the Wonderbolts paraphernalia was. Whoever her roommate was, she certainly seemed to have a fascination with the team of fliers. Without really thinking about it, she levitated the Soarin plushy over to her, studying it thoroughly and comparing it with the poster that depicted said pegasus. It was a really good likeness, she had to admit. It was rather cutesy size-wise, but still looked similar enough that it was easy to discern who it was.

She was just about to send the plushy back over to the other bed when the suddenly opened, and a sky blue pegasus with a rainbow mane walked in, scratching behind her ear with her wing. She took a few steps forward into the room, then stopped when she saw Twilight with the Soarin plushy. Her purple eyes went slightly wide for a moment, but went to a more casual size.

There was an awkward silence that persisted for a few moments, with both mares just staring at each other in stunned quiet. Eventually, the pegasus cleared her throat and nodded towards the plushy.

"Mind putting that back?" she asked, though it sounded more like a demand. Twilight smiled sheepishly and set the toy back on Wonderbolts-themed bed.

"Sorry," Twilight replied quickly. "Couldn't help myself."

"Uh-huh." The rainbow-maned pegasus went over to the far side of the room and looked around for a little bit, as if making sure everything was still where she originally left it. After a few seconds, she nodded, apparently satisfied, and turned to Twilight. "So, I guess you're my roommate, huh?"

"It would seem so, yes," Twilight answered. She cleared her throat and held out her hoof. "I'm Twilight Sparkle. It's nice to meet you."

"Rainbow Dash," the other mare said with a cocky smirk, shaking Twilight's hoof a bit roughly. "Guess we might as well get to know each other, since it looks like we're gonna be living together for a while."

At that statement, Twilight hesitated. She'd been hoping she'd have a room all to herself. She hadn't actually planned for conversation with anypony. She didn't really know where to start. Normally, whenever she met somepony new, Shining Armor would do a lot of the talking, and she'd only interject whenever she felt it was really necessary. She wasn't shy by any means. She just didn't really know how to talk to ponies. She would often come off as a bit too blunt, and would, admittedly, take things too seriously and occasionally blow the tiniest things out of proportion. Conversation was her basically her ultimate nemesis.

"So…" she said intelligently. "What brought you to the academy? No offense, but you don't really seem the type to come to a place like this."

Rainbow chuckled at that and plopped down on her bed, still grinning that cocky, borderline arrogant smirk of hers. "With most ponies, you'd probably be right," she admitted. "But I've got goals, see? I wanna get into the Wonderbolts someday, and Canterlot Academy is just another step towards that goal. I got here on a sports scholarship, but don't think for a minute that that means that I'm-" She stopped suddenly, staring over at the desks. "Uh… did you, er, move the desks?"

Twilight raised an eyebrow at that. Where had that come from? "Well, yeah. They were kind of cramping up my half of the room, so I moved them closer to the middle of the wall. Is that a problem?"

"No!" Rainbow suddenly blurted, making Twilight jump back a little. "I mean, no, not really. It's just, uh…" She looked around for a moment, quickly settling on her exercise equipment. "I just, uh, need a lot of space when I exercise. My routine kinda takes me all over the place sometimes, and I need plenty of space is all." She gave a slightly awkward smile at that, to which Twilight only grew a tad more skeptical.

"O-kay, then. I guess I can just move them back." Rainbow nodded appreciatively as Twilight's horn glowed once more, levitating the desks back to where the pegasus had them earlier. She would've asked why she had reacted like that, but figured it'd best not to pry. It was probably just a pegasus thing anyway. She recalled reading somewhere that most pegasi would be uncomfortable in closed-in spaces.

She went back over to her own bed and began organizing her things to pass the time until orientation, levitating books, pens, and notebooks onto shelves, then sorting her bed sheets onto the mattress. She could here Rainbow Dash humming some tune as she read one of those adventure books that Twilight had noticed earlier. After a few minutes, all of Twilight's possessions were organized perfectly, with books set in alphabetical order, writing utensils arranged by frequency of use, and here sheets fixed so firmly that she could've bounced a coined on them.

Nodding proudly, she turned to check the clock that she brought with her, which sat on the desk nearest her bed. Her face immediately fell.

"Orientation is in two minutes!" she screamed, making Rainbow practically shoot out of her bed with a wide-eyed look, giving Twilight a glare for a moment, but her expression getting just as panicky when the unicorn's announcement sank in.

"I am _not_ gonna be late!" she proclaimed, immediately zooming out of the room and down the hall.

"Hey, wait up!" Twilight galloped as fast her legs could carry her, zipping past a blue unicorn as she ran.

The unicorn watched as Twilight darted out of sight, her eyes wide with recognition. "Is that…?" she mumbled to herself. She shook her head. "No, it couldn't be." Shaking off the thought, she hurried down the hall as well, but a much more careful pace. She didn't want to be late for orientation, but there was no point in looking exhausted when she got there.

-o-

There was already a fairly large gathering of ponies in the academy's amphitheater, which made Twilight feel as though she was already late. She absolutely loathed the idea of being tardy for an event like this. Or anything, really.

Rainbow Dash had zoomed off somewhere into the upper balconies to get the best view possible, leaving the young unicorn by her lonesome. That was fine, though. She made her way down the aisles to try and find a free seat with a decent view of the stage, where several ponies – whom she assumed were high-ranking faculty – made some last minute preparations for orientation. The unicorns in the group were holding numerous heavy objects all at once with magic, some even setting things around perfectly without even paying direct attention to whatever they were manipulating.

Seeing this made Twilight pause, grinning with eagerness and excitement. She was going to be learning from these ponies soon. She was going to learn from the best of the best until she reached the point where only _the_ best of the best of the best could teach her. She be just a few steps closer to-

Her thoughts were interrupted when somepony bumped into her, making her stumble a few steps forward. "Hey!" she shouted, turning on her hooves angrily. "Watch where… you're…" She trailed off slowly, realizing that the pony who bumped into her was _much _taller than her. Slowly, she raised her head upward, taking in the sight before her. "… going…"

She had no more words beyond that. The pony in front of her was a pure white mare wearing ornamental golden accessories on her hooves, around her neck, and a golden tiara upon her flowing mane. Her wings, which were folded upon her back, were large and would've been imposing if they were unfolded, and her horn was just as imposing. Her serene, violet eyes betrayed a sort of elder wisdom that no other pony could ever match. Before Twilight was no ordinary pony.

"P-P-P-P-Pr-Prin…" She was utterly dumbstruck. In the background, she could hear whispers of awe and amazement, but just barely. There were no words to describe what was going on through her head right now.

The snow white alicorn gave a light laugh. "I do tend to have that effect on ponies, don't I?" she inquired to one of the guards that was accompanying her, who nodded with a small, amused smile of his own. The alicorn looked back at Twilight, who was still stammering. "You needn't worry, Twilight Sparkle. I don't bite."

At the mention of her name, Twilight shook her head, breaking her dumbfounded silence. "Pr-Princess Celestia, you… you know my name?" she asked.

The Princess of the Sun gave another light laugh. "Yes. Your brother Shining Armor speaks very highly of you." She leaned in closer to the much younger mare, who still bore a look of unabashed shock. "From what I've heard from him, I expect to see great things. This academy may even teach you more than you bargained for." She raised her head again. "Now, I must go and speak with the headmaster. I suggest you find yourself a seat."

Twilight stumbled with her words for a moment, but quickly assured the princess that she'd do just that before hurrying off to find a good spot. Celestia once again chuckled at this, until she felt a hoof on her shoulder.

"Your Highness," one of her guards said, "we should go and speak with the headmaster now, before he has to begin without us."

Celestia nodded and led the way to the stage, all the while thinking back to the unicorn she had just met. She truly did expect to see the young mare do incredible things in the future. _'You have a great future ahead of you, Twilight Sparkle,'_ she thought with a smile. She didn't need to meet the mare in person to know that. That child had a destiny.

-o-

**Attention fellow authors: I'm looking for help writing this story. No, not beta readers. I'm looking for people to help write full chapters. If you're interested, send me a PM. There are only three rules with this:**

**1) This is still my story, so don't go too crazy with it.**

**2) You'll have creative liberties, but there are of course a few limitations (I set up any pairings, for example).**

**3) I'll still be writing the main arc chapters, though that doesn't mean your chapters will be ignored. They will be acknowledged as canon to this story.**

**To those of you who are interested, I'll respond to your PM with the challenge of writing the next chapter in the story. I give you a few details in the response. Beyond that, you'll have full creative reign over the chapter's progression. Don't worry. The details of the chapter are going to be the same. Best of luck to all of you.**


	3. Orientation, Then a Few Faces

**Hey, everyone. Here's the new chapter, written by zodiacspear and edited by both him and myself. I hope you all enjoy his work as much I enjoyed working with him****.**

-o-

The chatter all around the amphitheater was a steady drone as Twilight took a vacant seat. Her mind still reeled from the meeting with the princess; she knew that Shining Armor spoke with the princess but never once thought that he would have mentioned her to the princess. She still couldn't believe she had almost yelled at the princess. Yes, it was an accident, but one does not yell at the ruler of all of Equestria. A few of the other students who had seen the encounter gave her understanding looks. She lowered her head at them; she was still not used to strangers paying any mind to her.

All conversation stilled as the lights dimmed and an elderly unicorn stepped up to the podium. His mane was a mix of grays, his original coloring lost to age. His coat was a slate color that she could see, but she could not make out his cutie mark.

"Good morning students," he addressed the gathering. "As most of you are aware, I am Stargazer, headmaster of Canterlot Academy. I want to welcome you all to the first day of the school year." He paused to clear his throat. "I also wish to bid you all the best of luck as you pursue your studies. Once orientation is completed, you will need to speak with your advisors for your class schedules. If you ever need to speak to me over concerns or advice, my office door is always open."

He looked over the assembly a moment more before speaking. "I wish now to turn over the podium to Princess Celestia, as she wishes to address you all for the new year." He turned away from the podium as the princess walked up beside him. "My lady." He nodded in respect before taking his seat.

The princess smiled warmly to the elderly unicorn before turning to face the assembled students. "Fillies and gentlecolts, I, too, wish to welcome you to another year at Canterlot Academy," her voice rang out throughout the amphitheater; and a small cheer went up at her words. "With that said, I want to wish you all the best of luck in the paths you have chosen for yourselves. The road ahead will likely be a difficult one for you all, but always remember that you are the ones in charge of your destinies. Canterlot Academy is here to aid you in our pursuits, and you are all equally capable of obtaining your desires." She smiled softly at the rapt attention she was receiving. "Each of you are full of potential, potential that you can realize."

Twilight listened to the princess's words and took them to heart. She felt uplifted, like she could take on the most daunting challenge and come out on top. She blinked, as it seemed that Princess Celestia was looking directly at her.

"As difficult as things may seem. Always remember to believe in yourself, and you can do anything you put your mind to." The princess's gaze moved on then, leaving Twilight wondering if that was meant directly for her. She shook her head at the silly idea.

"As you go about your studies, always remember your fellow students are just like you. They, too, seek their dreams, and as such, you should not hesitate in seeking them out for help if you need it." She smiled wider. "A good friend or two can always make a hard day of study so much more fun." A small laugh rippled through the crowd.

"With that, my little ponies, I wish you all the very best in your pursuits. Have a good day and enjoy your time at Canterlot Academy." She stepped back from the podium as the crowd applauded for their princess. She cast one more look at them before stepping off the stage, followed by her two guards.

Stargazer returned to the podium. "Thank you, princess, for that motivational speech." He addressed the students a final time. "We will now dismiss for lunch. Remember to gather your schedule. Classes will begin tomorrow morning. You are dismissed."

As Twilight followed her fellow students out of the amphitheater, her mind was still lost in Celestia's words. She couldn't help but feel they were directed at her specifically. Again she shook the notion away. She was another student at the academy, and was no more important than they. She was nopony special, and it wasn't right that she think otherwise.

-o-

To say the cafeteria was packed was an understatement. The first day back and the kitchen staff had prepared their most popular item just for the grateful returning students; corndogs! Students were lined up to purchase two or three at a time and the kitchen staff readily obliged.

To say that Twilight was disgusted by this fact was another understatement. Corndogs were a meal her brother loved to cook for them when she was at home; and, frankly, she was sick of them. She sat alone at a table enjoying a nice daffodil sandwich and hay fries. She was pouring over her schedule as she ate, committing the names and locations of her classes to memory, but she also reminded herself to make a couple of physical notes to remind her in the event she forgot.

The fact she sat alone did not bother her in the least; in fact, she preferred it. She knew next to nopony at the academy, and conversation with strangers was an awkward notion at best.

She heard a voice behind her that she vaguely remembered. "Darling, I had no idea you were also attending the Academy!"

Twilight turned to see the white mare she had helped from the street thugs the other day. The unicorn's mane was still stylishly curled, and she wore a light pink scarf around her neck. A tray of food was levitating in front of her as she looked at Twilight. A trio of stallions stood behind her; they seemed to be following the mare around almost religiously.

"Do you remember me, dear? From the other day?" the white unicorn asked.

"Uh… yeah, you're …" she hesitated; she could not remember the unicorn's name for the life of her.

The unicorn smiled softly. "Rarity," she supplied. "It is good to see you again, Twilight. Do you mind if I sit?"

Twilight hesitated but nodded, allowing the other unicorn to sit beside her.

"Oh, bother, I forgot to get something to drink," Rarity said with some melodramatics. She turned to look at her three stallion followers. "Could one of you be a dear and get me some hot team please?" She batted her eyelashes at them.

"Of course, Miss Rarity!" one said. "Anything for you!"

"I'll get it!" the second said quickly.

"Like hay you will!" the third said. The three rushed off, jostling with each other to accommodate her desires.

"How do you put up with that?" Twilight asked, watching the three run off looking like fools.

"Hm? Oh, it's not so bad. A proper lady should have those in waiting to see to her needs," Rarity said with a playful wink. "They truly are good ponies, just… overzealous."

Twilight snorted.

"So tell me, dear. What is it you study here at the Academy?"

Twilight smiled, ever one to discuss her areas of study. "I've come to study magic, and astrology, and history to name a few. Magic has always been something of an interest for me. There are so many things to learn from it. Starswirl the Bearded is a great inspiration for me. Did you know he created over a thousand new spells during his time? I can't wait until I get a chance to study some of his work. The possibilities of magic are limitless-"

Throughout Twilight's droning, Rarity kept up a polite smile. It was obvious to her that Twilight truly did fancy the subject.

Twilight stopped as she realized she was rambling. She blushed rosily. "I'm sorry, I guess I got a bit carried away."

Rarity smiled good naturedly. "Oh, it's quite alright, darling. I completely understand."

"So what is it you study, Rarity?" she asked.

"Oh, I'm here to study the arts," she replied as she took a bite of her salad.

Twilight frowned softly. "Didn't you say you were going to be a famous fashion designer?"

"Indeed so, but I am going to study many different art forms. One simply never knows where or when they will find creative inspiration. I cannot turn a blind eye to other forms of art if I wish to be known as an artist."

Twilight nodded to the point. "I guess you're right. I hadn't really thought of it that way."

"You see, Twilight we already inspire each other. I can tell we will be the best of friends."

Twilight smiled a bit, and the three stallions returned. One carried a small saucer with a tea cup carefully as he tried to keep his fellows from spilling it.

"Here you go, Miss Rarity," he said, placing the tea cup down beside her.

"Thank you, darling," she smiled at him. The stallion beamed brightly at her compliment while the other two looked at him with looks of utter jealousy.

Twilight just shook her head at them. She would never want somepony follow her around like that.

Her gaze hardened as she spotted a familiar orange-coated, blue-maned pegasus approach her table. It was the same one who had brained her brother with a hoofball earlier.

Before he could say a word, the three stallions were standing over him intimidatingly.

"Just where do you think you're going?" one demanded.

"Nopony speaks to miss Rarity unless we say so," said the second.

"Yeah, shove off buddy," the third groused.

"I… uh, wasn't, er…" Flash stuttered under the evil glares of the three.

"Now, now, boys. Let's not be rude," Rarity chided them; she turned her blue-eyed gaze to the pegasus. "Did you need something?"

"I… ah, wanted to talk to her," he said, pointing to a scowling Twilight.

"I don't want to hear anything you have to say. You hit my brother in the head with a ball earlier, so leave," she said harshly.

Rarity looked to him in surprise. "Is this true?"

"Well, yeah, but it was an accident. I swear."

"You heard the lady," one of the stallions said. "Get lost."

"Yeah!" said the third of the trio.

"Boys!" Rarity chided firmly. The three backed down obediently. She looked at Twilight. "Come now, dear, he seems earnest in his desire to apologize. At least hear him out."

Twilight huffed. "Fine."

Flash looked first at the three stallions, their gazes threatening swift retribution if he tried anything, and then looked at Twilight. "I'm sorry for hitting your brother with the ball earlier. It was an honest accident. I really am sorry."

She looked to him a moment before letting go of her anger. "Apology accepted, but watch what you're doing next time."

He smiled. "Yes, ma'am."

"Don't call me that. My name is Twilight Sparkle."

"I'm Flash Sentry. I'm part of the hoofball team."

"So I noticed," she said dryly.

Rarity smiled. "There now, everything is forgiven." She looked at Twilight. "Have you a chance to explore the academy grounds yet, Twilight?"

She shook her head. "No, I was… in a bit of a hurry this morning. All I've seen is the dormitory and the amphitheater."

"We shall have to rectify that. After lunch, I will gladly show you around."

Twilight looked uncomfortable; she had really wanted to get some pre-class studying done. "That really isn't necessary-"

"Oh, pish-posh. I insist, dear. After you helped me, it is only right that I help you in turn."

"I'll go, too. Figure I can make it up to you somehow," Flash said.

"You don't have-" Twilight started.

"That would be lovely, Flash. Now come, let's eat our lunch before it gets cold." She looked to her salad and cooling tea. "Colder," she rectified.

-o-

After lunch, Twilight, Rarity, Flash, and the three sycophants took a quick tour of the academy grounds. They showed Twilight the various class rooms, fields, and administrative buildings; they even helped her find where her classes would be located.

Twilight was not sure how she felt walking with the other ponies. She enjoyed Rarity's company, tolerated Flash, but felt nothing of the other three. Their constant fawning and fighting over Rarity's attention was disgusting to say the least.

"And this is the science and zoology buildings. It's where students go to further their education in those fields of study. It houses a large indoor arboretum, where certain plants and animals can be studied in a hooves-on manner," Rarity explained.

Twilight whistled softly as she peered through the glass panes of the arboretum. It looked like a small forest was contained inside. She could see many different plants and animals from where she stood. She could easily see that anypony studying zoology would be perfectly content here.

They looked to the side as a butter-yellow pegasus with a long pink mane exited the arboretum. She had a soft smiled on her face, and was humming a tune that Twilight didn't recognize. She sported a trio of pink butterflies as a cutie mark.

"Fluttershy, hello to you," Rarity greeted as she approached her.

The pegasus turned. "Oh, Rarity, hello to you, too." She looked to the assembled ponies. "Are these your friends?"

"Indeed, this is Twilight Sparkle, a new student. Flash Sentry, part of the hoofball team, and you know these three," she said, motioning to her entourage.

The yellow mare smiled softly and looked at Twilight. "It's nice to meet you," she said in a soft voice.

"You, too." Twilight smiled. "Are you a new student as well?"

"Oh, n-no." She lowered her head shyly. "This is my second year. I'm a sophomore."

"I see. Is zoology your field of study?"

"Oh, yes! I love working with animals. I hope that when I graduate, I can become a veterinarian," she said a bit more boldly. "It's so nice to see all the animals happy when I help them. What do you study, Twilight?"

Before she could answer there was a loud gasp. "It's you!"

Twilight turned in time to be face to face with a pink mare with a bouncy, curled, pink mane. Twilight recognized the mare with a faint wince.

"You're the nice pony who told me all about the alicorn statue! I didn't know you were going to the academy, too! Gee, if I'd known, I would've welcomed you, or maybe even gotten you a present!" she said excitedly, with an impossibly wide and friendly smile. "So, Twilight, was it? What are you gonna study?"

"Uh… Pinkie Pie was it?" Twilight asked.

"Yepper!" she confirmed.

"Can you take a step back? You're standing on my hoof."

Pinkie looked down and quickly stepped off of Twilight's hoof. "Oops, sorry, I was just excited that I got to see you again!"

"Pinkie, you shouldn't run up on somepony like that. You could startle them," Fluttershy admonished her. It was obvious to Twilight that the two were familiar with each other.

"Heh, heh, sorry about that," Pinkie said.

Twilight sighed. "It's all right, Pinkie. As for your question, I'm here to study magic and other subjects I find interesting, but mainly magic." She looked to the chipper mare a moment before asking. "If you don't mind me asking, what are you studying, Pinkie? You really don't seem like the type of pony for the Academy."

"Actually, I'm here because I tested out to have an I.Q. of 210. I guess that means I'm super smart. The Academy even offered to pay to have me come here. As for what I study, I guess a little bit of everything." She smiled wide.

Everypony's jaw, save for Fluttershy's, hit the ground. An I.Q. of 210 is the level of a genius! Twilight didn't know what to think. The pink mare seemed far too airheaded to have an I.Q. of that caliber.

"I get that a lot," she said cheerily at their expressions.

Fluttershy looked to the still-stunned Twilight. "Oh, by the way, do you happen know of another pegasus named Rainbow Dash?"

Twilight shook her head to clear away the shock. "Yes, she and I are dorm room mates. Why do you ask?"

"Rainbow and I are foalhood friends, and she mentioned a purple unicorn who was staying in the same room as her. I just wanted to make sure it was you and not another Twilight Sparkle."

Twilight was taken aback. She would never have guessed that the brash pegasus was friends with the shy mare in front of her. "Hopefully, she didn't say anything unflattering."

"She didn't," Fluttershy assured her.

They looked around as a large bell was struck a total of five times, its noise echoing all across the academy.

"That's the evening bell. We should probably all head back," Rarity said. "It was certainly nice meeting you, Twilight, Pinkie Pie. I hope we can all talk with each other again soon." She waved to them before departing with her entourage.

"I should head back, too; the guys will wonder what I have been doing all day." Flash gave them a quick, improper salute before departing.

"Should be about supper time," Pinkie said happily. "I hope they have cake for dessert!" She bounded happily down the hallway.

Fluttershy watched them go with a soft smile. "Bye, Twilight. I hope I see you again."

Twilight bid her a returning farewell before she left as well.

-o-

As she made her way towards the dormitory for the mares, her mind drifted once again. She thought about the ponies she met today. Rarity and Fluttershy she could see as friends. Pinkie Pie would probably take some getting used to, but there was no doubt the mare was friendly. Her I.Q. was a point of interest, however; Twilight could see herself having academic discussions with her if she could ever hold still long enough. She was still on the fence about Flash. The other three, however, she had dismissed entirely.

She shook her head. Now was not the time for thinking about friends she wasn't sure she actually wanted in the first place. She had schoolwork and studying to do. There was no time for friends if she was going to be the best student at the academy for magic.

"Pardon me," she heard a male's voice say.

She looked at the speaker. It was an earth pony stallion; his coat was an auburn color and his medium length gray mane hung on both sides of his neck. His hazel eyes looked to her quizzically as she noted his spyglass cutie mark.

"Um, yes, can I help you?" she asked him.

He smiled a bit sheepishly. "I'm lost. Could you tell me where the stallion dormitory is? Is it that one?" He pointed to the nearby dormitory for mares.

"No, that one is for the mares. The one you want is over there." She pointed across the open field to a similar building that also entered the mountain side.

"Ah, right in front of my face. If it was a snake, it would have bit me." He smiled humorously. "Thanks… ah, I didn't get your name, did I?"

"Shouldn't you give your name first? It's usually customary when making introductions."

He chuckled. "I suppose you're right. Mom always said I had the tact of a troll. I'm Wanderer, soon to be Equestria's greatest adventurer!"

"Adventurer?" she echoed incredulously. "What do you study for that?"

"History is a big one, as is geography, physical education, some zoology, and survival techniques. Have to know a lot to be an adventurer," he said with a wide smile.

"That's… interesting," she said. She had never thought of an adventurer's lifestyle before. It truly didn't seem to be something she would be interested in. Maybe for research purposes, but that was it.

"Yeah, it is." He looked towards the stallion dorms. "Well, I gotta go. Thanks for the help Twilight. If you ever need anything, just ask. I'll help you out. See you." He trotted off towards the building across the field.

Twilight watched him go. The Academy took in more ponies that she had first thought. Still, it takes all types, she reasoned.

-o-

As she approached her dorm room, she could hear her roommate speaking with another pony. Twilight frowned, she had hoped for a quiet night to study, but it would seem it was a false hope.

She opened the door and saw her roommate reclining on her bunk and another mare leaning on the wall as they chatted. This other mare was an orange earth pony with a long blonde mane that was tied at the end. She wore an old Stetson hat and had a trio of red apples as her cutie mark.

"Hey there, Twilight," Rainbow Dash greeted her. "Heard from Fluttershy that you got the big tour from Rarity. How'd you like that?"

Twilight shrugged. "It was all right. I at least got to see where my classes are." She looked at the orange mare. "Um, hello."

"Howdy, partner," the mare replied. She had a strong southern accent.

"This is my friend Applejack," Rainbow introduced.

"So yer Rainbow's roommate? Nice ta meet ya, Twilight." She offered her hoof for a shake.

Twilight shook the offered hoof and grimaced. The orange mare had a strong grip. "So what are you studying, Applejack?"

"Just what Ah need ta get inta the Royal Guard. Been wantin' ta join'em since Ah was a little filly."

"The Royal Guard?" she asked, surprised by this.

"Yeah. Got inta the Academy on a sports scholarship. The Academy is the place fer me ta see mah dreams come true, ya know? Wantin' ta join'em so ah can be protectin' mah family and Equestria the right way."

Twilight nodded, her brother had done the same thing. "My brother is in the Royal Guard," she offered.

Applejack smiled. "Boy howdy, ain't that somethin'. Might be Ah'll get ta know'em then."

"You might." She smiled faintly.

"Well, Ah'll let ya two be. Gotta get some shut-eye in before class tomorrow. Ah'll be seein' ya, RD. Good to meet ya Twi," the mare said before leaving.

Twilight smiled faintly. The other mare was a pleasant sort. From their brief meeting, she found herself liking the mare as well.

There was a silence as the two roommates struggled to find something to say.

"So… how was your day?" Rainbow asked.

"It was… nice," Twilight said, feeling just as awkward as Rainbow Dash. "Do you… like to read?" she asked finally, looking to the number of adventure novels on the shelf over the pegasus's bed.

Rainbow looked to the books above her and smiled. "Oh yeah, adventure novels are my favorite, especially the ones with a lot of excitement in them. I especially love the books by R.A. Stalliontor. He always has the coolest stories."

Twilight smiled. "He's one of my favorites, too. I have all of his books up until the most recent one."

"No way! Do you have them with you?" Rainbow asked excitedly.

Twilight nodded. "I do, actually. If you want to read them, that's fine. All I ask is that they be returned in the same condition as I lent them."

"Absolutely. You're the best, Twilight." The pegasus smiled wide.

The two chatted about reading, Stalliontor, and their goals for a time. As the final bell for lights out rang, Twilight muttered as she completely forgot to study. As she settled into her bed for the night, she privately admitted it wasn't an entirely bad thing.

-o-

**The character Wanderer is zodiacspear's OC. He appears in zodiac's story "Harmony Undone: The Rise of Order." If you haven't checked it out yet, go ahead and do it. It's a great, well-written story.**


	4. Day One

**Hey, just letting everyone know, this story is now on FIMfiction as well. Also, I'm looking for somebody who can draw up a cover for this story. If you're interested, send me a PM.**

-o-

Five in the morning. FIVE. IN. THE MORNING. That's how early Rainbow had woken up, her alarm clock blaring loudly enough to make Twilight shriek. The pegasus had made a quick apology, then quickly began a morning exercise routine, doing push-ups with her wings, sit-ups, lifting a few weights, etc.

Twilight, on the other hoof, was not a morning pony. In fact, she'd much rather have stayed asleep until her own alarm clock went off at the much more reasonable time of 6:30. Plenty of sleep, and plenty of time for breakfast and the rest of her own morning routine. After all, classes weren't supposed to start until about 8:00, give or take a few minutes. So, Twilight just lay in her bed, covers over her body, back turned to Rainbow as she exercised.

"You sure you don't want in, Twi?" the pegasus asked as she finished up a set of leg stretches. Twilight just grunted in response, not moving from her spot. Rainbow rolled her eyes and shrugged. "Suit yourself. You should at least consider it. You gotta stay fit."

"Maybe if you're an athlete," Twilight replied rather sardonically. She sat up and faced the pegasus, bags under her eyes. "I, however, am not an athlete. So please, Rainbow, don't try to get me to join you. I'd much rather either sleep right now, or just go to an early class." That earned her a raised eyebrow from the other mare. "What?"

Rainbow just chuckled in slight amusement. "You need to lighten up. Nopony likes somepony that serious."

"Whatever." The unicorn stretched her limbs a little and checked her clock again. It was 6:28. Close enough, she supposed. She climbed out of bed and levitated a small mirror and a hair brush from among her things and ran the brush through her mane, making sure not to look too disorganized. As she did this, she levitated her schedule over from her desk.

"First class of the day is Equestrian history with Professor Daring Do," she said, thinking out loud. That name got her thinking for some reason. It sounded vaguely familiar. Maybe she'd read about her once? She honestly couldn't really recall.

"That so?" Rainbow asked. "Huh. Small world. I've got that class, too."

"Really?"

"Yeah. My parents suggested it. They thought it'd be important for me to learn about that stuff." She shrugged. "I honestly don't really care about it that much, but I didn't argue." She then bumped Twilight lightly on the shoulder. "Hey, I'm getting hungry here. I'm gonna go get some breakfast. Catch you later, Sparkle." With that, the blue pegasus left the room, flying down the hallway without even closing the door behind her.

Twilight just sighed quietly and closed the door with her magic as she finished brushing her hair. She then fixed her bed and replaced her things in a neat, tidy manner. When this was done, she nodded and left her room, making sure to keep her schedule close at hoof.

-o-

The classroom was abuzz with chatter as ponies conversed with each other, talking about numerous things, like what their teacher would be like, and where she might've been, for that matter, Prompt as Twilight was, she had been one of the first ponies to arrive at the class. At the time, there were only two others, not including Professor Do. The young unicorn hadn't really thought much of it and just went to a seat in the front row, where she would have the best possible view.

Twenty minutes later, many other students, including Rainbow Dash , who had decided to take a seat next to Twilight, and that stallion from yesterday (Wanderer, she believed was his name), had arrived, yet there was still no sign of the teacher. Twilight's brow furrowed as she tried to figure out why an academy professor would take so long to get to class. Perhaps she ran into trouble on the way? Or maybe she overslept?

A few other possibilities ran through her mind until a tan-colored pegasus mare with a gray mane and tail walked into the room, a tired look in her eyes. Her cutie mark was an image of a compass rose that one would see on an old map, and she wore a pith helmet and an archaeologist's jacket. She yawned sleepily, then closed the door behind her, locking it just as another student had made it to the door. Through the door's window, Twilight could see that he had a baffled look on his face as the mare turned towards the desk at the front of the class and leaned against it, looking over them all with a raised eyebrow.

"All right, all right," she finally said. "Listen up, ponies. I'm not gonna repeat myself." She flew over to her chalkboard, grabbed a piece of chalk, and began writing down a list of rules. "I'm gonna be your instructor for this class, Daring Do. Please don't refer to me as 'Professor Do,' because 'Professor Do' sounds unbelievably pretentious and stupid." That earned a few laughs from the students. Even Twilight had to suppress a small giggle.

Daring faced her students again. "All right, here's the rules." She pointed to the chalkboard. "First, don't be late. If I'm here before you are, tough manure. I lock the door when I get in. So if you're anything like Chuckles over there-" she pointed a hoof at the student who had lagged behind her, trapped outside the classroom "-then you're outta luck. Second, listen and take notes. If you're having trouble keeping up, then just focus on what I'm saying at the moment and ask your fellow students about everything else after class. Do I make myself clear?"

Most of the students nodded in response, Twilight included.

"Sheesh," Rainbow spoke up quietly, just loud enough for Twilight to hear. "She's gonna be a ton of fun, isn't she?"

"Quiet," Twilight scolded with a harsh whisper.

"Is there a problem?" Daring asked with a raised eyebrow, her expression clearly stating that she had no patience for students talking out of turn.

"Er, no, ma'am," Twilight replied quickly. Daring narrowed her eyes.

"Don't call me 'ma'am' either," she stated in slight indignation. "Makes me feel older than I actually am." She then pointed to a third rule on the chalkboard. "Third rule of this class room. You don't speak unless spoken to. If you have something to say, raise your hoof and I'll get to you. Eventually." She muttered that last word to herself. "All right, now that that's outta the way, let's get down to business. I couldn't care less about the official stuff. Everything I was supposed to tell you about regarding official crap is in a packet in each of your desks. Have fun with that. Now, who here knows how Equestria was founded?" A few hooves went up at that, and Daring eyed them all until she pointed to Wanderer who was sitting just a few seats ahead of Twilight. "You, the colt with gray mane. Answer."

Wanderer blinked in surprise as he was called on. "Ah, Well,—"

"Speak up, Mop-Boy. We don't have all day."

_'Mop-Boy?'_ he thought, running a hoof through his admittedly rather messy mane. Regardless, he cleared his throat. "Equestria was founded by the four pony tribes. Until the great war happened. The Darkness took over Equestria until the alicorn heroes saved us all with the Elements of Harmony." He privately felt pleased with himself as he recited what he had always known of Equestria's founding.

Daring nodded. "That's about the gist of it. According to legend at least. Equestria has no actual record of its own founding, though, so most just stick with the story." She looked the class over again. "Now, does anypony here actually know what the Elements of Harmony are, or am I gonna need to go over fourth grade history with all of you?"

Immediately, Twilight's hoof went up when no one else's would. Daring glared at the class and sighed in disappointment, then gave Twilight permission to answer.

Eager to share her knowledge, Twilight cleared her throat and spoke. "The Elements of Harmony were a collection of six artifacts that the alicorn heroes wielded. There was the Elements of Laughter, wielded by Schallend the Jester, the Element of Loyalty, used by Chujitsuna the Steadfast, the Element of Honesty, carried by Pravda the Honest, the Element of Generosity, carried by Hermoso the Giving, and the Element of Kindness, wielded by Jentelle the Kind. The sixth Element is unknown, but is known to have been wielded by Mystus the Wise, who is said to have been the most powerful alicorn of his time. Legend tells that, before they died, they hid the Elements away, so that only their true successors would be able to find and use them when the time comes." Twilight nodded when she finished, knowing for sure that she had it right.

Daring nodded as well. "And where were the Elements hidden?"

"Er, well…" That question caught her off guard a bit. Did the professor actually expect her to know that? "I… don't… actually know."

Once again, the teacher nodded. "That's all right, Purple-Neck."

_'Purple-Neck?'_

"Nopony knows where the Elements are, or even when they were hidden. Whether it was before the heroes died or if they had somepony they trusted hide them after they passed away is a mystery. Heck, nopony even knows if they had any descendants." One student raised his hoof. "Yes?"

"What about Princess Celestia?" the student asked. "Isn't she an alicorn? Doesn't that mean that she's descended from one or two of them?"

"Not necessarily. The princess herself is reported to have said that she is not directly descended from any of the six, claiming to have been a unicorn before becoming an alicorn over fourteen hundred years ago." The student who had spoken sank back into his seat, looking as though he felt a bit dumb. Daring turned her attention to the whole class then. "Now, are there any other questions before I start lecturing you about everything that happened between now and Equestria's founding?"

No other hooves went up. With that, Daring Do began the first lecture of Twilight's first year in the single greatest school in the world. The young unicorn couldn't possibly have been more excited.

-o-

Second period physics went by quickly, but was much more entertaining than Twilight had expected. The instructor, one Doctor Time-Turner Whooves, came off as a bit of a rambling eccentric, but he was at least more chipper than Professor Daring had been. That mare must've been a last-minute choice or something. She didn't seem to have the right attitude to be a teacher. Or maybe it was just because it was early. In that case, Twilight would've understood perfectly.

"Hey, Twilight!" an excited voice called out as a pink form suddenly made itself visible in front of her. Twilight shrieked and jumped back about a foot.

"Pinkie!" she exclaimed in both shock and a small amount of irritation. "Don't do that! You scared me!"

The pink pony giggled at the unicorn's expense. "Sorry about that. I'm just so excited that I'm studying here! The teachers all seem to be surprised whenever I answer a really tough question correctly."

"They're probably just as surprised as I was to learn just how smart you actually are," Twilight stated, to which Pinkie nodded in agreement. That actually got Twilight thinking a bit. "Doesn't it get annoying?"

"Does what get annoying?"

"Ponies being surprised by your actual intelligence," she clarified. "It must be irritating when others just assume that you're just another airheaded- er, that is to say, it must get annoying, right?"

The earth pony thought on that for a moment, then just shrugged. "I guess I'm just used to it." She grinned, giving another giggle. "Then again, I really like seeing ponies' expressions when I tell them about the IQ thing. It's actually really funny!" Twilight could see that. She the others' expressions when she found out just how smart Pinkie really was. Looking back, it was pretty humorous. "But enough about that. How's your day been so far? What're your classes?"

"Equestrian history for first period, physics for second period," Twilight answered automatically. "Then, after lunch, I have astronomy for third period, and-"

"I have astronomy for third period, too!" Pinkie blurted with a wide grin. "Oh, this is great! We could be study buddies! We could sit next to each other, share notes on class subjects! It'll be awesome!"

"Uh… yeah. Great."

"Oh, hey, I'm gonna see if I can find Fluttershy and Rarity, and join them for lunch. You can, too, if you want! In fact, the more, the merrier!"

"Er, well, I'd like to, but-"

"Great!" Pinkie grabbed Twilight by her hoof and pulled her along down the hall towards the cafeteria. Though reluctant, Twilight just sighed and gave in. She had hoped to get some studying in during lunch. Hopefully, the others would understand.

-o-

The cafeteria was rife with activity as students chattered away about their classes, teachers, what they plan on doing on the weekend, and more. Some of them had the same idea as Twilight originally had, using the lunch hour to study up. Fortunately, her acquaintances didn't try to dissuade her from her books. Applejack and Rainbow Dash were there as well, both of whom having been invited by Fluttershy. The other five ponies chatted while Twilight was content with skimming through her new text books, writing down notes on subjects she believed would be important.

"-and then I said, 'Oatmeal? Are you crazy!?'" Pinkie said as she told a story that Twilight wasn't actually paying attention to. "Then Inkie and I ended up eating a cake that my sister Blinkie had spiked with laxatives. Believe me, that was a long night!" She, Rainbow, and Applejack all broke out into wild laughter, with Rainbow pounding the table with her hoof.

"Wait, wait," Applejack said, catching her breath between guffaws. "Was this before or after that chicken attacked your pa?"

"I don't have paws, silly! I have hooves! See?" Pinkie replied, holding up her hooves with a wide grin. That earned another fit of laughter from the others. Even Rarity and Fluttershy couldn't help but offer some giggles. "Anyway, the laxative cake was after my dad's chicken trauma. I swear, he still jumps whenever he hears somepony make a chicken sound! My sisters and I always used that to our advantage! Even Mom does it every now and then."

Rarity rolled her eyes with an amused smile. "There's certainly never a dull moment in your family, is there?"

"Nope! In fact, this one time, my sisters and I pranked the town mayor by putting a bucket of pink paint over her door! She was so mad when it fell on her at first, but then she just started laughing like crazy! 'I guess I'm the new Pinkie Pie, huh'?" For that last part, Pinkie puffed out her chest a little to look a bit more official and donned a serious expression. "Those were her exact words! Then I asked, 'If you're the new Pinkie Pie, can I be mayor for a day? Free cake for everypony!'"

While the others laughed at Pinkie's stories and antics, Twilight only sighed and buried herself deeper in her books. This was exactly why she would've preferred sitting alone. No distractions. Just her and her books. She was willing to admit that she enjoyed the company of the other ponies, but not to the point where she wanted to hang out with them all the time. All she wanted was to-

"Twilight Sparkle?" a mare's suddenly spoke from behind her. Groaning, Twilight turned on her seat with a glare, just about to tell the new mare to leave, but she stopped when she got a good look at the other mare. She had a bright blue coat and silvery mane and tail, with violet eyes that widened with a the grin on her face. Her cutie make was an image a wand being waved with a short, smoky trail. "So it was you that I saw! Do you remember me?"

"No, I don't think I…" She trailed off, looking the mare up and down for a moment. There was something familiar about her, but she couldn't quite…

It suddenly hit her like a dragon's breath. Her eyes went wide in recognition, and she grinned ear-to-ear. "Trixie!" she exclaimed happily as she and other mare gave each other a friendly hug. "Oh, wow, it's been years! I had no idea you'd be here, too!"

The other five ponies at the table looked at the purple and blue unicorns in surprise. Twilight hadn't shown this kind of openness before, not even to Pinkie Pie. Rarity cleared her throat. "Um, darling? Care to introduce us?"

"Huh?" Twilight released the mare called Trixie then with a slightly befuddled look, then smiled sheepishly. "Oh, sorry." She put a hoof on Trixie's shoulder and motioned to the others with her free hoof. "Trixie, these are some acquaintances I've made here at the academy. Rarity, Pinkie Pie, Applejack, Fluttershy, and my roommate Rainbow Dash. Girls, this is Trixie Lulamoon! She was my best friend back when I went to Celestia's School for Gifted Unicorns as a young filly."

Trixie nodded, giving a polite bow. "Charmed to meet you all."

"It's a pleasure to make your acquaintance, Trixie," Rarity said. She motioned to a free seat at their table. "Please, sit if you like. Any friend of Twilight's is a friend of ours!" The blue unicorn nodded gratefully and took a seat next to Twilight. "So, darling, what is it that you study here?"

"A few things," Trixie answered rather vaguely with a cocky smirk. "I'm mostly here to study magic and a few sciences. Mostly more spiritual things, like astrology. I plan on becoming a world-renowned showmare when I graduate." She then stood atop her seat, throwing out her left foreleg dramatically. "All shall praise the name of the Great and Powerful Trixie!"

Twilight laughed at her old friend's antics. "You always were a bit of an attention hog, Trix," she pointed out with a light bump of her hoof on Trixie's side. The other mare grinned and sat back down again.

"Well, I can't say you're wrong," she admitted. "I always have enjoyed being the center of attention."

As the two mares talked, the others watched with fascination. Twilight had seemed quite a bit more distant before than how she was acting now. She had been content to just read her books while they chatted and swapped stories. Now, she was openly speaking somepony, sharing conversation and talking about their classes and goals. This seemed really out of character for the purple mare. Then again, they'd only known her for about two days.

"-and I have my magic class at fourth period," Trixie said as she finished talking about her own classes. "What about you, Twi?"

"Oh! I have my magic class at fourth period, too!" Twilight replied excitedly. "My teacher for that class is a pony named Inkwell. You?"

Trixie beamed. "The same! We're having the same class together!"

Twilight grinned, not even attempting to hide her joy. "Hey, do you remember that routine we pulled on our first day back at the school?"

"How could I not?" Trixie answered jokingly. "We got detention for a week for that stunt. My parents gave me the most heated scolding of my life!" She grinned as well, a mischievous glint in her violet eyes. "Are you thinking what I'm thinking?"

"Just as long as you remember that you're the one who set the whole thing up in the first place," Twilight quipped slyly.

Applejack raised an eyebrow at the two unicorns. "Ah'm gettin' the feelin' that y'all're up to somethin'."

"Relax," Trixie said with a light chuckle. "It's just an inside joke. The routine we pulled ended with Twilight accidentally turning the teacher's hair orange with little yellow polkadots all over it."

"Yeah, but only after you incinerated a bookshelf with that fireworks spell of yours," Twilight countered with a good-natured laugh, which Trixie joined in with.

"Well, then," Trixie said, looking over the rest of the mares, "now that Twilight and I are caught up, why don't you all tell me about yourselves? I'd like to get to know all of you a little better, if only to make sure Twilight didn't pick one of you to replace me."

At that, the group of mares dove into a rather lively conversation, talking about their classes, the places where they grew up, their families, etc. The whole while, Twilight had to admit that she was having a ton of fun just talking with her fellow students. She actually enjoyed the social interaction.

-o-

Once the bell rang to end the lunch hour, the seven ponies went their separate ways, save for Twilight and Pinkie Pie, who both headed down the hallway to make their way to academy's observatory on the uppermost floor of the main building, where the astronomy class would be taking place. On the way, Pinkie rambled on and on about how excited she was for this next class and just how thrilled she was to have Twilight as a classmate and future study buddy. The unicorn herself just rolled her eyes with a small yet amused smile, honestly not wanting to burst the pink earth pony's bubble.

As they walked down the halls of the academy, Twilight found herself looking around a bit aimlessly. Doing this, she spotted a pair of armored guards patrolling a hall to her left as she and Pinkie passed by it. They looked like official Royal Guards, too. That caught her attention somewhat. Why would there be guards of that position in the academy? Was there some kind of danger? Or were they here just to guard important ponies?

"Hey, Pinkie," she said, nudging the pink pony's side. "Did you notice those guards just now?"

"Yep," Pinkie confirmed with a grin. She then frowned very slightly. "Why? Do you think something's wrong?"

"Not really. It just seems odd to me. They had Royal Guard armor. Why would they be here?"

"Maybe they're investigating something?" Pinkie suggested. "Oh, no! You don't think somepony got hurt, do you? Oh, what about those recent disappearances in Canterlot I've been hearing about? What if somepony got foalnapped!? What if-!?" Twilight stopped Pinkie's rambling with a hoof over the pink mare's mouth.

"Calm down, Pinkie. It's probably nothing. Maybe the princess is visiting or something. We can't just jump to conclusions. Doing that could cause a panic."

Pinkie nodded her understanding, pushing Twilight's hoof away and heading down the hallway to the observatory, walking ahead of Twilight. The violet unicorn eyed the two guards a little longer. Something in her gut told her that something was up. She shook her head, pushing the thought away. It was probably nothing to be concerned about anyway. If there was a problem, Shining Armor would've told her. She shrugged the sight off and followed Pinkie down the hall.

As she walked away, she didn't notice the analytical glares that the two guards were giving her.

"Is she the one?" one asked.

"Yeah," the other confirmed with a nod. "That's her all right."

"Huh. Captain Armor's little sister. The boss must be crazy."

The second guard rolled his eyes. "Let's just keep an eye on her for now. The others are doing the same."

"Yeah, yeah," the first guard replied in slight annoyance.

-o-

Twilight was barely able to get any actual notes down in her astronomy class. She was too distracted by the display of the observatory. To make up for the fact that it was still daylight out, the instructor, an older unicorn stallion named North Star, had used his magic to create a wondrous array of perfectly duplicated stars, planets, and other celestial bodies. Even Pinkie Pie had been silenced with awe at the display.

After introducing himself and talking about what they'd be learning in his class, North Star had given a brief lecture about the solar system and its functions, to which Twilight paid close attention. When she could tear herself away from the imagery, that is.

Once the teacher dismissed the class, Twilight bid farewell to Pinkie and headed down the hall and trotted back downstairs, eventually arriving to her final class for the day: magical theory and practice. She let out a barely contained - but still quiet - squeal of excitement. Not only would she be learning about magic in Canterlot Academy of all places, but she'd be learning side by side with her foalhood friend as well! There was nothing that could possibly ruin-!

"Out of my way," a mare suddenly spoke up as Twilight was rudely shoved aside by somepony's hoof. The violet mare quickly managed to regain her footing before falling over and turned to glare at who had shoved her. A unicorn mare with a sun-colored coat and a fiery red-and-yellow mane and a cutie mark resembling a red and yellow sun scoffed at her, her blue eyes laced with contempt.

Before Twilight could say anything, the other mare entered the classroom, leaving Twilight to fume a bit. Whoever that mare was, she was definitely from a "privileged" family. She grumbled under her breath and entered the class, quickly finding Trixie sitting in the second row of seats and joining her. She also spotted that yellow unicorn sitting in the front row, right in the middle, and immediately huffed and turned her focus away from her.

Trixie raised an eyebrow at that, looking over at the mare briefly, then back to Twilight, giving a sigh. She had known Twilight long enough to know something was up. "Okay, what's wrong?"

"Nothing," Twilight replied, trying to put finality in the one-word response.

Trixie only rolled her eyes and shook her head. "Come on, Twilight. I know you. We might not have seen each other in a while, but you haven't really changed all that much." She gently bumped Twilight's forehead with her hoof. "I know that look of yours. Just tell me what's wrong, and I won't have to pry it out of you."

The purple unicorn looked at her old friend, trying to keep from telling her anything. It wasn't her problem. But Trixie had a look in her eyes, one that told that she would keep bugging her about it until she gave her an answer. After a few moments, she sighed in defeat. "That yellow mare shoved me out of her way and didn't even apologize. She didn't even give me her name. Doesn't she have any manners at all?"

Trixie looked over at the described mare, and gave a sigh of her own. "She probably does and just doesn't use them. Her name's Sunset Shimmer."

"You know her?"

The blue unicorn shrugged. "Sort of. My mom worked for her family for a while. She's from a very wealthy family."

Twilight raised an eyebrow, then scoffed. "I figured as much."

"Come on, Twi," Trixie said with a smile, putting a hoof on her friend's shoulder. "Don't let her get to you. She's just a b- a jerk. She's just a jerk." That made Twilight laugh a little. Trixie had always had trouble with that; saying the wrong words for the right reasons. It seemed like she got better with it over time, though.

Gradually, the class was filled with more and more students until, finally, the instructor arrived. She was a distinctly aged unicorn mare with a curly dark mane, gray coat, and an ink bottle cutie mark. She had bright green eyes that held a mischievous glint in them, and smiled widely at her students. She looked over the class when she arrived at her desk and grinned.

"Hello, everypony!" she greeted cheerfully, waving her hoof wildly. "Welcome to magical theory and practice. I'm your instructor, Inkwell. It's a pleasure to meet you all!" Almost immediately, she took up some chalk with her magic, and began writing something on the chalkboard. "Let's begin right away!"

"This is a joke," somepony spoke up. Inkwell's ears flattened against her head as she looked over to who had spoken. That yellow mare - Sunset Shimmer, Trixie had called her - was sitting with a look on her face as if to say that she was offended for some reason. "You're way too old to be teaching. Shouldn't somepony like you be retired and in an old folks' home by now?"

Twilight clenched her teeth at Shimmer's blatant disrespect. How could she say something like that? Was she that conceited? She fully expected Inkwell to punish Sunset somehow - kick her out, give her detention, make her write an essay on why she should respect her elders. Instead, the old mare did something Twilight didn't expect in the least: she laughed. Apparently, Sunset was caught off guard by this as well.

"Oh, I know I'm old," Inkwell said between giggles. "But I'm not quite ready to quit just yet. After all, I'm only 72 years old. I've still got plenty of time left!" That earned a laugh from the class, save for Shimmer, who crossed her hooves and sneered contemptuously. "Oh, don't be like that, child. You'll give yourself an ulcer." Shimmer grumbled something under her breath, but otherwise didn't respond. It would be lying of Twilight said she didn't enjoy seeing the pompous mare pout like that. "Now, as I said, let's get started, shall we?"

The elderly mare began writing something on the chalkboard, making sure that nopony could see it but her. When she finished, she stepped aside, allowing everyone to see what she had written: "The Mare in the Moon."

"We're going to start with an old story that's been passed down for the last thousand years," Inkwell stated. "Can anypony tell me about the legend of the Mare in the Moon?"

The first hooves up were Twilight, Trixie, and Sunset's, though the last of the three wasn't as eager as the others. Inkwell pointed to Trixie, who cleared her throat.

"The Mare in the Moon," Trixie began, "also known as Nightmare Moon, was mare of darkness who sought to bring about eternal night. She was banished to the moon over a thousand years ago by Princess Celestia using a powerful magic spell. Nopony actually knows what the spell was, though it's rumored that she had discovered the Elements of Harmony and used them to defeat Nightmare Moon."

"Excuse me!" another student called out. Inkwell nodded to him, allowing him to speak. "I'm sorry, but what does this have to do with this class? Isn't something like that better suited to be taught about in a history class or something? Besides, it's just an old wives' tale. The princess herself says that she doesn't remember that ever actually happening."

Inkwell chuckled a bit at that. "Suffice it to say, some legends have a base in fact. It's said that there is an organization that follows and even worships Nightmare Moon to this day, and that they wield powerful magic. This class will be teaching you ways to counter threats like that, as well as forms of magic for more day-to-day situations." There were a few murmurs from other students, but nopony really came out and said anything about Inkwell's explanation.

The class carried on somewhat normally, with Inkwell offering a lecture on the fundamentals of commonly used spells, like levitation. Despite already knowing these things, Twilight listened with rapt attention, jotting down notes here and there as the time went by. The whole time, she had the feeling that somepony was watching her. She shrugged it off as nothing. It was probably just another student looking over her shoulder or something.

-o-

After Inkwell dismissed the class, Twilight and Trixie met up in the academy's expansive library to compare notes and study together with Pinkie Pie, who had already collected several volumes on history, astronomy, advanced trigonometry, and other things that Twilight would never have associated with the wild mare. The three of them conversed about their respective classes as they studied, with Pinkie being the most energetic and eager to speak.

As the hours dragged on, the three soon went their separate ways. Twilight was heading down the hall, reading a biography on Starswirl the Bearded as she trotted back her dorm room. Just as she was getting into the part about his adult years, she bumped into somepony, breaking her concentration and dropping the book, along with several others she had been carrying. She looked up angrily at the pony she had run into, but held her tongue when she saw who it was.

"H-Headmaster Stargazer!" she said in surprise. "S-sorry about that! I wasn't paying attention where I was-"

The old stallion chuckled. "Relax. I'm not angry. It happens." He levitated some of Twilight's books off the ground, his aura a dark shade of purple. Twilight noticed his cutie mark finally: a purple, five-pointed star with a pair of swords crossed over it. His talent probably lay with combative magic. "I believe these are yours?"

"Er, yes, sir, thank you," Twilight replied with a grateful nod, taking her books in her own magic.

Stargazer gave her an analytical look, as if sizing her up for something. "You're Twilight Sparkle, correct?"

She hesitated at the mention of her name. "Um, yes, sir. How did you know my name?"

"I heard about you from Captain Shining Armor. From what he's told me, you have great promise as a wielder of magic." He gave a warm, almost fatherly, smile. "I can tell just by looking in your eyes that you're going to do great things someday. If you ever need anything, don't hesitate to ask. I'm willing to act as a tutor if need be."

Twilight nodded in response with small smile of her own and turned to take her leave. She stopped, then remembering what she had seen earlier that day. "Um, Headmaster? Can I ask you something?"

"Certainly."

"I noticed a pair of Royal Guards earlier today. Do you know why they're here? I just thought it was little odd."

The elder pony seemed a tad reluctant to answer. He looked around for a moment, as if to make sure that nopony else was around to overhear. "Honestly? I requested that a cadre of guards be stationed here. I assume you've heard of the recent disappearances and reappearances of ponies, what with your brother being a member of the Royal Guard." Twilight nodded. "They're here for student safety. We can't have students mysteriously disappearing on us, now can we?"

Again, Twilight nodded. "I guess that makes sense."

Stargazer gave the young unicorn a pat on her shoulder and a comforting smile. "Don't worry. This academy is perfectly safe. It's just better to be safe than sorry. Now, it's getting late. You'd best head off to your dorm before curfew."

"Oh, right!" Twilight exclaimed as she darted off waving a goodbye to the headmaster, who waved back before turning to leave as well. He didn't seem all that bad.

-o-

"How long will it take?" one of the three ponies asked. She was beginning to lose her patience.

"A while," a stallion answered as he wrote down details for a spell. "At least until the Summer Sun Celebration."

"But that's months from now!" she fumed angrily. "We can't afford to wait that long!"

"On the contrary," the third pony, another stallion, interjected, "we can. And we'll have to. This spell will take time to complete, especially considering the scale."

"And what if it doesn't even work?" the mare demanded more than inquired.

"Oh, it'll work," the first stallion said with complete confidence. "By the celebration's end, nopony will ever see the sun again. Just be patient."

"The Knights have been patient for over a thousand years," the mare pointed out. She motioned to the other stallion. "Tell him, will you?"

"You had best hope that that's how it'll turn out," the second stallion warned. "The One Queen must be freed at all costs."

"I know, I know. I know for a fact that it'll work. We just need the right caster. Preferably somepony with enough magical power to survive the output." He chuckled. "One way or another, Equestria will face the Nightmare again."

"For your sake, I hope you're right." The first stallion just waved his hoof at him, dismissing the other two ponies as he continued his work. The second stallion shook his head, but said nothing more. his comrade had been a devoted and reliable member of their order for years. If he said something would work, it was going to work. Equestria's true queen would return by summer's first eve. The Knights would ensure of that.


	5. Tryouts

It had been a week. A whole week into the school year and Twilight had found she loved nearly every minute of it. Her classes were everything she thought they would be, she had friends both old and new with her and so many interesting subjects to learn; she was in paradise. All except for one minor little thing that kept her experience from being absolutely perfect, and here it was once again; five in the morning when her bloodshot eyes snapped open at the sounds of heavy grunting. She sat bolt upright and irritably snapped at the perpetrator.

"Will you please keep it down?! Some of us were up all night studying!"

Rainbow Dash puffed as she completed her fiftieth wing-up. "No can do, Twilight. I gotta be in top shape for today." She continued her exercise, puffing each time she pushed herself up.

Twilight rubbed at her dry eyes. "What is so important about today that you have to make so much noise?"

The pegasus looked to her skeptically. "It's the track and field tryouts today. I've only been talking about them all week."

"You did?"

Rainbow rolled her eyes. "You might've heard me if your muzzle wasn't so deep in a text book all the time."

It was Twilight's turn to roll her eyes. "Studying takes focus and concentration. Some of us actually have to take our studies seriously."

Rainbow smirked. "Whatever, egghead."

A pillow whapped her upside the head and the two shared a goodnatured laugh.

"Why don't you come and watch me try out, Twi? The others will be there too. You might even have some fun for a change."

Twilight huffed, but looked to the other mare for a moment before a grin crossed her face. "All right. I'll go, but on one condition."

"What's that?" Rainbow asked, her expression cautiously curious.

"I'll go if you let me sleep in for the next week."

Rainbow blinked for a moment, then laughed. "Fine, you put up with me for a whole week, so I guess I could cut you some slack and let you sleep in for once."

"Thank you so very much," Twilight said sarcastically.

"Don't mention it." Rainbow looked out their window. "Well, I'm off to do a couple laps around the yard, I'll see you at the tryouts, Twilight."

Twilight watched the pegasus leave, and closed the door behind her. With a grunt she collected her pillow and tried in vain to get at least some sleep.

-o-

The tryouts were held after class at the race tracks. Twilight sat on the bleachers with Fluttershy, Pinkie Pie, Rarity, and Rarity's entourage. Rainbow Dash and Applejack were on the field stretching and limbering up. Twilight scanned the gathering of various ponies as they all went through their warm-up exercises. She was surprised to see Wanderer among those trying out for the team, but didn't really give it much thought as she yawned long and loudly.

"Didn't get enough sleep, Twilight?" Fluttershy asked in concern as she looked to the tired-looking unicorn.

"It's hard to get a good night's sleep when you have Miss 'Wakes Up At Five in the Morning to do Wing Ups' for a roommate," Twilight said before another huge yawn took her.

Fluttershy chuckled at her sarcasm, and nodded in understanding.

"Oh, darling, you look absolutely dreadful. Those bags under your eyes make you look so rough. Here, let me fix you right up," Rarity said and held up a hoof. Her three sycophants were quick in bringing her her make-up kit.

"Rarity, you don't have to—" Twilight protested.

"Tut, tut, dear. I can't leave you like this. It would be absolutely wrong of me."

"Oh, all right. Just don't go overboard, okay?" she sighed, not really having the energy to fight further.

"Of course not, dear." The white unicorn worked in a blur, a cloud of make-up obscuring Twilight's head. With a final poof of air, Rarity blew away the cloud and showed Twilight a mirror. Twilight was honestly surprised that she looked like her normal self, no dark bags under her eyes or crow's feet at their edges. No over-the-top lipstick or eyeshadow either.

"Wow, thank you, Rarity," she said in all honesty.

"Excellent work, Miss Rarity," Rarity's first follower said proudly.

"Truly amazing," the second said.

"You're the best, Miss Rarity," the third was quick to add.

"Thank you, darlings," she said with a small smile, absently tossing the make-up kit to the three. They stumbled over each other to catch it, only able to save it at the last moment.

"Ooh, I can't wait to see if Applejack and Rainbow Dash make the team! I'll be so excited for them! If they make it, we'll have to throw them a party! It'll be so much fun!" Pinkie said as she bounced in place excitedly. "I wonder if cake would fit a made-the-cut party?" She then smacked her forehead. "What am I saying? Of course cake goes good with everything!"

The girls talked amongst themselves as they awaited the arrival of the coach.

-o-

Down on the field, Rainbow and Applejack finished their warm up exercises. The two were eager to prove their mettle to their fellow athletes and coach.

"So, Applejack, what are you trying out for?" Rainbow asked her as she trotted in place.

The earth pony took a long swig from a bottle of water. "Ah'm tryin' fer the hurdles and the long jump. If Ah'm gonna make the Royal Guard, Ah'm gonna need quick reflexes and quicker reaction time." She set her bottle of water aside. "What about you?"

Rainbow snorted. "Ha! Like you even need to ask. I'm gonna be a racer. Likely the best on the whole team, being the fastest flier in all of Equestria; I'm a shoe-in to win."

"We'll see about that." The two turned to see Flash Sentry approach, his grin wide. "You'll have to beat me to be the best."

Her grin matched his own. "Oh, yeah? We'll just see about that, fly boy. This isn't the hoofball team, you know."

Before Flash could retort, a loud, shrill whistle rang out over the yard. All of the ponies cringed and covered their ears at the offensive sound.

"Alright, you ponies! Line up!" shouted a loud, gruff voice.

As the contenders raced to do as ordered, Rainbow Dash had a look at the coach. Flanked by two goat assistants, stomped a large, muscular minotaur. He walked bipedal; his arms behind his back as he scrutinized the assembled ponies. His beady, yellow eyes looking each one over as he walked. His gaze settled on Rainbow a moment before snorting dismissively and addressing them all.

"So you all think you got what it takes to be on my track and field team?" A few murmurs of agreement were cut short as he shouted. "Well you don't! I haven't seen this many flimsy ponies since… well, ever! My name is Iron Will and that's Coach Iron Will to you. Once I'm done with all of you, you'll be the toughest lot to ever trot out of the Academy." He pointed a finger Flash's way. "You. What's your name?"

"I'm—"

"Doesn't matter! All that matters is that each of you are going to give a hundred and ten percent and then ninety percent more!" He turned suddenly on them, the entire gathering flinching away. "I want earth ponies and unicorn try-outees over there and the pegasi over there!"

Pinkie whispered to Twilight. "Is 'try-outee' even a word?"

Twilight whispered back. "I don't—"

"Quiet in the stands!" Iron Will bellowed so loud the ponies swore the entire mountain shook. The minotaur walked towards the earth ponies and unicorn groups and looked each one over.

"All right, time to see what you foals are made of. Only way to do that is with a race, one-on-one, one lap around the track." He pointed one meaty finger at Applejack, then at Wanderer. "You, and you, up front, now!"

The two ponies quickly trotted up to the starting line and limbered up for their race.

Wanderer stretched his neck and gave Applejack a roguish smile.

"Here's to a good race," he said, offering her a hoof.

She smiled in turn and shook the offered hoof. "You too, partner."

"Just to let you know, I don't plan on losing." Hoofing at his chin confidently.

"Wouldn't want it any other way."

The two set themselves at the starting line, each coiled like a spring, ready to leap at a split-second's notice. Iron Will watched them a long moment before blowing his whistle.

The two took off like shots. Applejack and Wanderer kept neck and neck the whole race until they rounded the last turn. Wanderer sprinted ahead, victory plain to see in his eyes.

"Oh, no, ya don't!" Applejack lowered her head and sprinted forward. She dashed ahead of Wanderer, who could only look on in shock. The finish line was just ahead and he too lowered his head and charged.

As they crossed the finish line, Applejack beating Wanderer by a foot, Iron Will clicked his timer.

"Hmm, not bad for foals." He looked to the two as they tried to catch their breath. "Not bad, not bad." The minotaur walked away and had two more get to the line for their race.

"How'd you do that?" Wanderer asked, as he stood straighter.

She smiled to him. "Did lots of runnin' back on the farm. Plenty'a open space fer a mare to run.

"I'll bet. You sure showed me up." He laughed. "I'm Wanderer, by the way."

"Applejack. Good ta meet ya."

The two earth ponies shared a friendly smile and watched the others race.

-o-

After he was through with the land-based runners, Iron Will approached the assembled pegasi.

"All right, you lot. Time to see what the fliers can to do." He motioned above them. "This is the Academy's aerial training skyway. Each of you must complete the course within the time limit. Those who pass, stay. Those who don't… well I shouldn't have to explain."

He allowed them a moment to examine the course above. Rainbow smiled in excitement; there were cloud rings set in sharp angles, designed to test a pegasus's reflexes. A number of sturdy looking clouds were set for fliers to spin and gain momentum and test their endurance at high speeds. As she looked to the final obstacle, her smile faltered. A large tube hung in the air. She did not see any openings in the structure, save for the entrance and the exit. That bothered her. What could an enclosed tube be used for? She shuddered and looked to the rest of the course and saw that it was only a long race from the tube to the finish line.

"All right, I need a volunteer to go first," Iron Will said as he looked to them.

"I'll do it!" Rainbow Dash yelled at the same time as another pegasus mare. This one had a coat of a greener shade of blue than Rainbow's. Her mane consisted of three varying colors of gold and her cutie mark was a white lightning bolt with three golden stars underneath.

The minotaur grunted and pointed to the golden-mane pegasus. "You, get ready."

"Yeah!" The pegasus flapped to the starting line and readied herself.

At the whistle, she took off. Expertly angling through the cloud rings, she only managed to clip one of them on her pass. She spun the clouds in increasing speeds and came out of her spinning with little trouble. She then sped through the tube, her eyes squinting at the wind resistance. After bursting through, she raced for the finish line, a golden streak of light trailing behind her. As she blew past the finish line, the minotaur clicked his timer. He raised one eyebrow at the time shown.

"Not bad, newbie, not bad." He called on another pegasus to the line.

Rainbow smiled to the golden-mane pegasus. "That wasn't too bad. What's your name?"

The other pegasus glanced at her, her expression stoic. "Lightning Dust," she said bluntly.

Rainbow frowned instantly at her attitude. "Well, don't get comfortable, Lightning Dust. I'm gonna blow your time out of the sky."

Lightning Dust glared at her. "And who are you supposed to be?"

"I'm Rainbow Dash, fastest flyer in all of Equestria," she boasted, rather loudly.

"Well, Miss Fastest-in-Equestria, up to the line!" Iron Will called to her.

"Right, Coach!" she said quickly, ignoring Lightning Dust's snicker.

Rainbow stretched and popped her neck, then set herself, a determined fire in her eyes.

At the whistle, she took off in a rainbow-hued trail of light. The pegasus flew through the rings with no troubles, the ponies on the ground looking on in awe. Rainbow's smile grew as she spun around the clouds, handling the increased speeds with little difficulty, her speed impressing even Iron Will.

When she flew towards the tube, however, her eyes widened. She saw that the tube was really fully enclosed. She had hoped that one side was open, or that it at least had windows. She closed her eyes and charged ahead, but as she drew near, she swerved and flew below the tube. She followed it to its end, and flew for the finish line. The ponies had to brace themselves as she flew past the finish line.

Iron Will had a fierce look on his face until he looked at her time. He grumbled and approached the panting pegasus. "You want to tell me why you didn't go through the tube, newbie?"

She gulped, glancing quickly to the tube. "I, ah, I-I didn't want to show everypony up, Coach."

He glowered at her. "I like a competitor with a little bit of cockiness, but not one who can't follow simple instructions. You get back up there and do it again. Go through the tube this time, newbie."

She nodded hesitantly and went back to the starting line. At the whistle, she took off again, performing just as well as she had earlier. However, once she came to the tube her pupils shrank in fear and she flew over the tube with a, thankfully quiet, squeak of fright.

"Newbie! Get down here right now!" Iron Will bellowed, motioning to the ground angrily.

She swooped down and landed in front of him, her head slightly lowered.

"I don't know what you're playing at, but I don't find it funny. Hit the bleachers, kid. I'll have a talk with you when the others are done." His glare burning figurative holes in her neck.

"Yes, Coach," she said quietly, hanging her in shame.

"What was that?!"

"Y-yes, Coach Iron Will!" Rainbow responded loudly.

The minotaur grunted and turned back to the assembled pegasi.

Rainbow joined her friends in the bleachers, each of them smiling at her.

"You were amazing, Rainbow Dash! You totally blew the others away! Literally!" Pinkie said with an almost impossibly wide smile.

"Indeed, darling, it was simply stunning the way you handled the obstacles. I was very impressed." Rarity said, her entourage quickly agreeing with her.

"You did great, Rainbow." Fluttershy said, resting a hoof on her friend's shoulder.

The cyan mare blushed at all the compliments, rubbing at the back of her head. "Heh, thanks, you guys."

"So, why didn't you go through the tube?" Twilight asked curiously.

Rainbow looked to the tube out of reflex and shuddered. "I just didn't want to show up the others, you know? Not on the first day. That wouldn't be very cool of me."

"Really? You were doing so well until then. What stopped you?" Twilight asked again, frowning softly at Rainbow's obvious avoidance of the question.

"I just didn't, okay?" Rainbow snapped at her.

All of the others were taken aback by her outburst, except for Fluttershy who looked at her friend with a mix of understanding and concern.

"Sorry," she apologized and stood up. "I'll get us something to drink. I'll be right back." She trotted off quickly.

"Well, that was certainly rude. Whatever could be wrong with her?" Rarity said once Rainbow had left.

"Oh, please don't be mad at her. She's just…" Fluttershy caught herself and looked away.

"She's what, Fluttershy? I've never seen Rainbow like that before," Twilight said as she watched her roommate gather some water bottles at the snack stand.

"It really isn't for me to say," Fluttershy said, still not looking at them directly.

"What happened, Fluttershy?" Twilight pressed. "We won't say anything to her. If we know what's wrong, maybe we all can help her."

"I…"

"Honestly, darling, we won't say a thing." Rarity said, sitting next to the pegasus.

"We Pinkie Pie promise," Pinkie chimed in.

"What?" Twilight asked her.

"It's a promise you make that, once you make it, can never be broken. Because breaking a promise is the fastest way to lose a friend forever," she answered Twilight, the two being eye to eye at the explanation, barely an inch of space between them.

"Alright, we Pinkie Pie promise not to tell." Twilight said, pushing the energetic mare back out of her personal space.

"You have to do the motions and recite the words, too." Pinkie added.

"Seriously?" Twilight deadpanned.

"Yepper! All right, ladies, repeat after me: Cross my heart, hope to fly, stick a cupcake in my eye!" As she recited the promise, she crossed a hoof over her heart, then fluttered her front hooves and finally placed a hoof over one eye.

After a stunned moment, the two unicorns looked to each in slight confusion, but did as instructed nonetheless.

Fluttershy smiled at them, but was clearly still nervous. "All right, but you can't tell Rainbow it was me who told you."

"We promise," the three said together.

Fluttershy took in a calming breath and began her tale…

-o-

It was back when Rainbow and I were just little fillies living in Cloudsdale. We would always go out in the town park to play together. One day, though, Rainbow had an idea she said would be fun.

"Come on, Flutters!" Rainbow called from Cloudsdale's edge, waving her hoof towards it. "Hurry up! Before somepony sees us!"

"I-I'm coming, Dashie!" a young Fluttershy called back as she galloped over to her friend as fast as her spindly legs could carry her. When she got to the edge, she looked over it, letting out a tiny "eep," at the sight of the distant earth below. "D-Dashie? Are you sure this is a good idea?"

Rainbow scoffed with a cocky smirk. "You worry too much. Come on, we'll be fine." She flapped her wings and hovered past the edge. "Look, if it'll make you feel better, we'll take it slow as we go down, okay?"

Fluttershy looked back down over the edge, gulping nervously. She was scared, but she trusted Rainbow completely. After a minute of consideration, she nodded and joined her friend past the edge. Rainbow nodded with a grin as she led the way down to earth, going slow, just as she had promised.

When we got to the surface, we landed in a small forest. There were all kinds of wonderful little animals everywhere, and they made me feel a little safer. We wandered through the forest for a little while, admiring the scenery, exploring little holes in the ground, that sort of thing. Eventually…

The two young pegasi had been wandering around for a good few minutes - just observing the trees, listening to the animals, feeling the sensation of earth beneath their hooves - when they stumbled across a cave. It was fairly small, too small for a bear or anything like that to live there. It didn't look like anything lived in their to start with anyway. Of course, Rainbow Dash wanted to do the most reasonable thing possible.

"Let's check it out!" she exclaimed, feeling adventurous. Fluttershy almost panicked, stepping in front of her friend before the younger filly could get very far.

"Wait, Dashie! We don't know what's in there! It could be dangerous!"

Rainbow rolled her eyes. Fluttershy was never the truly adventurous sort. "Don't worry, Flutters. If you don't wanna go in, that's fine. I'll be careful."

"But-"

"Look, if something happens, I'll come right out. I promise." Her purple eyes were full of sincerity. Fluttershy eventually caved and stepped aside. Rainbow gave an appreciative nod and headed into the cave. Fluttershy, meanwhile, sat down and waited for Dash to come back out. It shouldn't take her too long, right?

I waited for about twenty minutes. After that, I got worried and went in after her. The cave went on for a good while. It was probably a tunnel of some kind. Anyway, I eventually found Rainbow near the end of the cave.

It was just barely bright enough for her to see. Rainbow thought she saw some kind of cave paintings on the walls or something, but she couldn't be totally sure without a good amount of light. She turned at the sound of hooves trotting, and smiled when she saw Fluttershy approaching.

"Hey, you came after all!" she greeted. "Come here. I think I might've found something cool."

"Are you all right, Dashie?" Fluttershy asked, concern evident in her voice. "I was worried. You've been in here for a while."

Once again, Rainbow Dash rolled her eyes. "I'm fine, Flutters. Really. Now come here and check this out!" She pointed to the wall where she thought she saw those cave paintings. She felt like she was in one of those adventures novels that her dad had her read. Admittedly, cave paintings weren't as cool as ancient lost treasures, but it was at least a start.

"Um… what am I looking for?"

Rainbow ignored the question for a minute and scrutinized the wall a bit. After a minute, she came to a realization and sighed, feeling stupid. "Nevermind. There's nothing…" She looked away from the wall, then caught sight of something sparkling at the end of the cave. "There!" she shouted suddenly, making Fluttershy jump up and hover in the air for a bit.

Rainbow stopped at the end of the cave, eyeing the thing she had spotted. It was shiny, even in the cave's darkness. She beamed widely, wondering what, exactly, it could be. Maybe large gemstone, or at least a rock filled with gemstones. It could even be gold! Without hesitation, she grabbed at it and began pulling, trying to free it from the wall it was stuck in.

"Dashie?" Fluttershy said worriedly. She didn't like the idea of pulling a rock out of the wall of a cave. "Are you sure that's a good idea?"

"Come on, Fluttershy, what's the worst that could happen?" Rainbow replied. She immediately went back to tugging at the rock, soon managing to pull it free. "All right! Score! Let's get out of here and see what we-!" She stopped when something fell on her head. A tiny pebble. Another fell, hitting the ground with a dull tink. She then looked to where she had gotten the shiny rock. There were cracks all over it, and they were spreading.

Both ponies' eyes went wide in realization as more rocks fell from the ceiling, each being larger than the last.

"Run!" Rainbow cried, dropping the rock she had just picked up. Fluttershy was already a ways ahead of her, quickly making it out of the cave. Rainbow wasn't so lucky. A large rock fell on her back, and when her wings spread in reflex, another rock landed right on top of her right wing, trapping her as the cave fell apart around her, blocking her only exit.

"RAINBOW!" Fluttershy screamed, hoping beyond hope that her friend was all right. She desperately began moving rocks out of the way to try and reach her best and only friend. Many of those rocks were too heavy for her to even hope to lift. Panic began to take over. She took several deep breaths to try and calm herself down. "Rainbow! I-if you can hear me, don't worry! I'll go get help! I'll be back, I promise!"

With that, she took off for Cloudsdale, flying as fast as her weak wings would allow.

-o-

"I managed to get back home and tell my and Rainbow's parents what happened," Fluttershy said, nearing the end of the story. "We gathered as many able-bodied ponies as we could, and I led them back to the cave where Rainbow had been trapped. We managed to dig her out, but her wing was broken, and she…" She hesitated. "She just wasn't the same for almost a month. Ever since that day, she's been terrified of enclosed spaces." She looked over at the tube that Rainbow had been so reluctant to fly through. "That's why she avoided that tube. Even something like that scares her."

"That… actually explains a lot," Twilight commented. "When we first met, I had moved the desks in our room closer to the middle. She insisted that she wanted them away from her side of the room because they would get in the way of her morning exercises. She seemed to be acting a bit strange about it, but I'd assumed it was just a pegasus thing."

Fluttershy shook her head. "While pegasi aren't exactly comfortable in tight areas, we can usually deal with it. Rainbow is claustrophobic almost to an extreme." She sighed, looking away. "She tries to put on a brave face and say that she's fine, but…"

"Still, if she doesn't fly through the tube, she'll be cut from the team," Rarity said, subdued some by the tale.

"Yeah, if Rainbow Dash doesn't make the team, she'll be all sad and mopey! We can't let that happen! We have to help her," Pinkie said with determination.

Twilight considered the dilemma for a moment. Getting over a real phobia was not something a pony just did at the drop of a quill. However, if Rainbow didn't do something about it, she would be cut from the team. Not making the cut would be something an athlete like Rainbow Dash would not handle so easily.

'How to approach this?' she thought to herself.

Fluttershy looked at Twilight as the unicorn appeared in deep thought.

"What are you thinking about, Twilight?"

"I'm trying to figure a way to help Rainbow," she said as she tucked a part of her mane behind an ear thoughtfully. "But a phobia is not something so easily overcome with just words."

"There has to be a way though." Pinkie argued. "I don't want to see anypony sad, especially not a friend."

"But what can we do?" Fluttershy asked. "Rainbow won't talk about that day with anypony."

"We won't have to," Twilight said, a slow smile creeping across her face.

"You have a plan in mind, don't you, Twilight?" Rarity asked at Twilight's smile. The smile proved infectious as the white unicorn found herself smiling as well.

"Yes. The beginnings of one, at least. I'm still fine-tuning it. This is what I have so far…" She quietly relayed her plan to the other three. Soon, they were all smiling wide at the idea of helping their friend.

-o-

Rainbow Dash was making her way back to the bleachers when she saw the four discussing something. She furrowed her brow but shrugged, taking care not to drop the water bottles she had gathered for them.

"What were you guys talking about?" she asked as she passed out the water bottles.

"Oh, nothing important, dear," Rarity said.

"What? I thought we were—" Pinkie started but was interrupted when Twilight shoved a hoof over her mouth.

"We were talking about our homework, Pinkie." Twilight gave the pink mare a pointed glare.

Rainbow wasn't buying it, and soon managed to put two and two together. "Nice try, guys, but I'm not going to talk about it."

"We wouldn't want you to, Rainbow. We just want to talk about how you're going to get through that tube." Rarity nodded toward the suspended obstacle.

Rainbow looked at the tube a moment before sighing. "I'm not sure I can," she admitted quietly.

"Of course you can, darling. We've seen you do some amazing things before. We know you can get past a floating metal tube."

Rainbow did not agree. "You wouldn't understand."

"No, no we wouldn't," Twilight said, awkwardly placing a hoof on the pegasus's shoulder. Friendly gestures were still an oddity to the unicorn. "But we can sympathize. We believe if you face whatever it is that's holding you back, and give it your all, you can get past it."

Rainbow seemed less sure of herself. "This isn't the same, though. It's…" she growled in frustration and slammed her water bottle down, spilling some of its contents all over.

"You're a super, awesome athlete, Rainbow Dash! We all know it, the ponies on the field know it, even the coach knows it! That's why he'll give you a second chance. Just think of it, if you fly through the tube and prove how awesome you are, and you'll be even awesomer. Getting over a fear at the same time will make you the awesomest!"

Rainbow looked to her suspiciously. "Who said anything about me being afraid?" The other girls gave Pinkie worried and warning looks.

"Lucky guess." Pinkie smiled disarmingly.

"Riiight." Rainbow's suspicion not letting up in the slightest.

"We know you can do it, Dashie. You're the bravest pony I know, and I know you can get past this," Fluttershy told her.

"Flutters…" Rainbow said softly, looking to her long-time friend with a pleading look.

"You can do this," Fluttershy said firmly.

"Darn tootin'," another voice said.

They turned to see Applejack join them on the bleachers.

"Do you even know what we're talking about?" Rainbow asked her in faint irritation. All the support she was receiving from her friends made her feel weird. Not a bad weird, but something she didn't completely understand.

"Ah got the gist of it. Yer havin' trouble with the tube thing, right?" The mare asked as she readjusted her Stetson.

Rainbow sighed. "Is it that obvious?"

"To those who know ya." Applejack nodded. "But Ah'll say this: are you really goin' ta let a floatin' chunk of metal get the best of ya?"

Rainbow looked to the tube again.

"Or are ya goin' to let me win one fer a change?" Applejack asked with a sly grin.

Rainbow glared at her.

"Ah make the team and you don't. Don't think Ah could ever let ya live that one down." Her smile didn't diminish in the slightest.

Rainbow looked to her friends, they all sporting amused or supporting smiles, each of them showing their belief in her. She considered her dilemma seriously. Was she honestly going to let a thing like a giant tube keep her from her goals? She was Rainbow Dash, fastest flier in Equestria! She couldn't let something like fear stop her, not when her friends had her back. She couldn't disappoint them, no matter what she had to face.

"You guys are right. I can do this!" She hovered above them, brimming with a new found confidence. She started for the field but came back a second later.

"Thanks, guys," she said honestly, and bolted for the field. Iron Will was overseeing the last of the pegasi on the obstacle course.

"Coach Iron Will, I'm ready to prove myself!" she said as she landed behind him.

He barely turned to look at her. "And why should I let you, newbie? You've already proven you can't follow simple instructions."

"Give me a chance, and I'll show you just what I can do," she challenged.

The other pegasi gasped at her tone. Unbeknownst to them, Iron Will smirked in approval. He had a reputation to uphold, however, so he whirled on her and glared fiercely.

"So, you think you got what it takes?" he bellowed.

She refused to back down. "I know I do."

"Then get up there and put your money where your mouth is!"

As she dashed to the starting line, he could only nod in approval.

Once he blew the whistle, Rainbow took off even faster than before. She managed the rings and clouds near perfectly. Her next obstacle, the dreaded tube, was just ahead. As she neared it, images of that night in the cave and of her broken wing flooded her thoughts; threatening to overwhelm her in unreasoning fear. She almost gave it to it, until she glanced at the bleachers. All of her friends were there, yelling and cheering her on, lending her support in any way they could. That feeling from earlier came back and banished her fears. She could do this, and she would!

With a shout, she plunged down the tube. Her eyes were tearing from the wind resistance and the realization of what she was doing. She was in a place that represented her deepest fear, yet here she was and she was doing it!

With a cry of victory, she burst from the tube and flew past the finish line. Even Iron will had to plant his hooves to keep from being blown over. He clicked his timer and his eyes widened.

"A new course record. Not bad newbie!" The assembled pegasi cheered for her accomplishment.

"Aw, yeah!" Rainbow cheered, raising one hoof in triumph. She looked to the bleachers and she heard her friends loudly cheering for her. Pinkie even held up a banner with Rainbow's name and face on it, waving it around proudly. Rainbow could have sworn the wild pink mare didn't have anything of the like earlier.

The minotaur grunted and turned to address all those who tried out for the team.

"Alright, that's everypony. I'll post those who made the cut on the Academy's billboards. Get some rest. You all did good." He and his assistants walked away, already in discussion.

As the ponies began to disperse, Rainbow flew to her friends, who instantly surrounded her in a huddle of congratulations.

"You were excellent Rainbow Dash, the awesomest!" Pinkie said ecstatically.

"I knew you could do it, Dashie," Fluttershy said with a wide, proud smile for her friend.

"Simply stunning, truly breathtaking," Rarity beamed, her entourage nodding vigorously in agreement with her.

"Ah knew ya had it in ya," Applejack said with her sly smile still in place. "Now ta see if that was good enough fer the coach."

Rainbow scoffed. "If that wasn't enough, he has no idea what skill is." They all shared a laugh at that.

"We all knew you could do it," Twilight said. She was genuinely happy on two fronts. She had helped her friend with a personal problem and she was finally going to get to sleep in again. Who wouldn't be happy for that?

Rainbow blushed faintly. "You guys are the best." She pulled the six of them into a group hug, though another quick glance at the tube caused another shudder.

Unseen to them, another pegasus was watching them in disgust. She glared hatefully at the rainbow-maned upstart before turning away without a word.

-o-

The next morning, Twilight was sleeping in a rather peaceful rest. She was having another pleasant dream where she was showcasing her magical talents for the heads of the academy, even Princess Celestia was there. Each of them was awed by her amazing talents and mastery of the arcane.

"Truly amazing, outstanding," she heard Headmaster Stargazer say, to which the others all readily agreed.

"Indeed so," Celestia smiled.

Twilight soaked in the praise and the magic she conjured. Truly, what more could she possibly ask for?

"Twilight, could you come here please?" Celestia asked a pleased expression on the alicorn's face.

"Yes, Princess Celestia?" She could imagine it now, the Princess was going to ask her to be her own personal student. Such an honor that would be! Her, Princess Celestia's own student. It almost made her squeal in delight.

"I want to say something to you," the alicorn said.

"Yes?" Twilight's eyes glittered.

"One, two, three, four, five…" the monarch said.

Twilight looked to her with a shocked and confused expression. "W-what?"

"Six, seven, eight, nine, ten…" the academy's heads joined in Celestia's counting.

"But... I... what?" Twilight looked around in fear before the floor collapsed and she fell with a despairing cry, the counting continuing all around her.

She sat upright in shock and saw that she was still in her dorm room. Looking to her side she saw Rainbow Dash in the midst of her morning routine.

Twilight was livid. "You promised I could sleep in!" Her tone was a mix of frustration and despair.

Rainbow paused in her wing-ups and smiled to her. "I did."

"What?! It's still dark out." A quick look out the window confirmed her words.

"Look at the time." Rainbow suggested with a wide smirk on her face.

A look at the clock and it read 5:15 A.M.

"I gave you fifteen minutes."

Rainbow was quick to vacate the room, Twilight's eyes practically blazing.

"Don't worry, I promise to let you sleep in, just like I said! I just couldn't pass this up!" Rainbow said from the hallway, laughing as she headed outside to finish her morning exercises.

Twilight could only fall back on her pillow with a groan. She bemoaned how cruel the world could be.


End file.
